Official Gazette Notification Text
Official TranscriptTHIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF THE BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF...
THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF THE BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) (Please scan the QR Code to view the Draft Red Herring Prospectus, the Draft Abridged Prospectus and this TABLESPACE TECHNOLOGIES LIMITED Addendum) Our Company was incorporated as ‘Tablespace Technologies Private Limited’, as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated March 3, 2017, issued by the Registrar of Companies, Karnataka at Bengaluru (“RoC”).
Subsequently, our Company was converted into a public limited company, pursuant to a board resolution dated June 20, 2025 and shareholders’ resolution dated June 23, 2025 and the name of our Company changed from ‘Tablespace Technologies Private Limited’ to ‘Tablespace Technologies Limited’. A fresh certificate of incorporation dated June 30, 2025 was issued by the RoC, Central Processing Centre at Manesar. For further details, see “History and Certain Corporate Matters – Brief History of our Company” on page 264 of the DRHP (as defined below), respectively.
Corporate Identification Number: U74999KA2017PLC101040
Registered and Corporate Office: 46, Level 5, Prestige Trade Tower, Palace Road, High Ground, Sampangi Nagar, Bengaluru 560 001, Karnataka, India
Tel: +91 080-68297020; Website: www.tablespace.com; Contact person: Ful Kumar Gautam, Company Secretary and Compliance Officer; E-mail: cs@tablespace.com NOTICE TO INVESTORS ADDENDUM TO THE DRAFT RED HERRING PROSPECTUS DATED AUGUST 10, 2026 (THE “ADDENDUM” AND SUCH DRAFT RED HERRING PROSPECTUS, THE “DRAFT RED HERRING PROSPECTUS” OR THE “DRHP”)
OUR PROMOTERS: KARAN CHOPRA, KUNAL MEHRA, SARITA BANERJI, KAM ADVISORS PRIVATE LIMITED AND AGS TS II HOLDINGS PTE. LTD.
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF TABLESPACE TECHNOLOGIES LIMITED ( “COMPANY”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION, COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹8,000.00 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 65,475,432 EQUITY SHARES* OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION BY THE SELLING SHAREHOLDERS, CONSISTING OF UP TO 49,834,140 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY AGS TS II HOLDINGS PTE. LTD. (“INVESTOR PROMOTER SELLING SHAREHOLDER”), UP TO 1,311,430 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY KARAN CHOPRA AND UP TO 10,074,740 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY KUNAL MEHRA (KARAN CHOPRA AND KUNAL MEHRA, COLLECTIVELY, THE “INDIVIDUAL PROMOTER SELLING SHAREHOLDERS”), (INVESTOR PROMOTER SELLING SHAREHOLDER COLLECTIVELY WITH THE INDIVIDUAL PROMOTER SELLING SHAREHOLDERS, THE “PROMOTER SELLING SHAREHOLDERS”) AND UP TO 1,967,140 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY SRINIVAS PRASAD, AND UP TO 723,910 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY NARENDRA KUMAR KAMARAJU, AND UP TO 840,162 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY RSP REAL ESTATE LLP AND UP TO 723,910 EQUITY SHARES AGGREGATING UP TO ₹[●] MILLION BY RAMACHANDRA VENKATASUBBA RAO (COLLECTIVELY, THE “OTHER SELLING SHAREHOLDERS”). THE INDIVIDUAL PROMOTER SELLING SHAREHOLDERS, INVESTOR PROMOTER SELLING SHAREHOLDER AND THE OTHER SELLING SHAREHOLDERS ARE COLLECTIVELY REFERRED TO AS THE “SELLING SHAREHOLDERS”, SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFER SHARES” AND SUCH “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER WILL CONSTITUTE [●] % OF THE POST-OFFER PAID-UP CAPITAL OF OUR COMPANY.
*CERTAIN PORTION OF THE OFFERED SHARES OF THE SELLING SHAREHOLDERS INCLUDES EQUITY SHARES THAT WILL BE ISSUED UPON CONVERSION OF OUTSTANDING PREFERENCE SHARES INTO EQUITY SHARES, PRIOR TO THE FILING OF THE RED HERRING PROSPECTUS, AS APPLICABLE.
OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS MAY CONSIDER A FURTHER ISSUE OF SPECIFIED SECURITIES FOR AN AMOUNT UP TO ₹1,600.00 MILLION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE- IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER, OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS. THE PRE-IPO PLACEMENT SHALL BE REPORTED TO THE STOCK EXCHANGE(S), WITHIN TWENTY-FOUR HOURS OF SUCH PRE-IPO PLACEMENT (IN PART OR IN ENTIRETY).
THE FACE VALUE OF EQUITY SHARES IS ₹1 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, AND THE MINIMUM BID LOT SHALL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER, ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER AND THE BENGALURU EDITION OF VISHWAVANI, A KANNADA DAILY NEWSPAPER (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
Potential Bidders may note the following: a. The section titled “Risk Factors” beginning on page 22 of the Draft Red Herring Prospectus has been updated to reflect further details in relation to the potential impact on the shareholding pattern, classification of the shareholding and identification of certain entities forming part of the Promoter Group, resulting from the Pending Proceedings, including an additional risk factor titled “The shareholding pattern of our Company and the classification of the shareholding held by our erstwhile promoter, late Amit Mono Banerji, i.e., the Preference Shares held by him in our Company, aggregating up to 22.14% of the pre-Offer share capital of our Company on a fully diluted basis, are subject to the settlement of certain outstanding legal proceedings involving our Promoter, Sarita Banerji and the estate of our erstwhile promoter, late Amit Mono Banerji, and his legal heirs. We cannot assure you that such proceedings will be resolved in a timely manner or at all and any decision in such proceedings may impact the current shareholding pattern of our Company, including the shareholding of our Promoter, Sarita Banerji.”, which will be included in the Red Herring Prospectus and Prospectus. All details set out in the section titled “Risk Factors” in this Addendum will be disclosed appropriately in the Red Herring Prospectus and the Prospectus, as and when filed with the RoC, the SEBI and the Stock Exchanges.
b. The section titled “Capital Structure” beginning on page 84 of the Draft Red Herring Prospectus has been updated to reflect the details of the shareholding pattern of our Company, including the treatment and classification of the shareholding held by our erstwhile promoter, late Amit Mono Banerji, which is subject to the outcome of the Pending Proceedings. All details set out in the section titled “Capital Structure” in this Addendum will be disclosed appropriately in the Red Herring Prospectus and the Prospectus, as and when filed with the RoC, SEBI and the Stock Exchanges.
c. The section titled “Our Promoters and Promoter Group” beginning on page 301 of the Draft Red Herring Prospectus has been updated to reflect the basis for identification of certain entities forming part of the Promoter Group of one of our Individual Promoters, Sarita Banerji. All details set out in the section titled “Our Promoters and Promoter Group” in this Addendum will be disclosed appropriately in the Red Herring Prospectus and the Prospectus, as and when filed with the RoC, SEBI and the Stock Exchanges.
d. The section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 426 of the Draft Red Herring Prospectus has been updated to reflect the rationale for an ex-gratia payment made to our Promoter, Sarita Banerji. All details set out in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Addendum will be disclosed appropriately in the Red Herring Prospectus and the Prospectus, as and when filed with the RoC, SEBI and the Stock Exchanges.
e. The section titled “Outstanding Litigation and Material Developments” beginning on page 473 of the Draft Red Herring Prospectus has been updated to reflect further factual updates as on date of this Addendum in relation to the Pending Proceedings, including the status of the mediation proceedings pending before the Supreme Court of India, involving, inter alia, our individual Promoter, Sarita Banerji, Shruti Sood, and Amit’s Daughter. All details set out in the section titled “Outstanding Litigation and Material Developments” in this Addendum will be disclosed appropriately in the Red Herring Prospectus and the Prospectus, as and when filed with the RoC, SEBI and the Stock Exchanges.
In order to assist the Bidders to get an understanding of the updated information, the updated relevant portions of the section titled “Risk Factors”, “Capital Structure”, “Our Promoters and Promoter Group”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Outstanding Litigation and Material Developments” beginning on pages 22, 84, 301, 426 and 473 respectively, of the DRHP, have been included in this Addendum.
The above changes are to be read in conjunction with the DRHP and accordingly their references in the DRHP stand updated pursuant to this Addendum. The information in this Addendum supplements the DRHP and updates the information in the DRHP, as applicable. For the avoidance of doubt, the disclosures relating to the Pending Proceedings set out in this Addendum have been updated to reflect the status of such matters as on the date of this Addendum. However, this Addendum does not reflect all changes that have occurred between the date of filing the DRHP and the date hereof, including to the extent stated in this Addendum, along with other factual updates, as may be applicable, and accordingly does not include all the changes and/ or updates that will be included in the Red Herring Prospectus and the Prospectus, as and when filed with the RoC, SEBI and the Stock Exchanges.
Investors should not rely on the Draft Red Herring Prospectus or this Addendum for any investment decision and should read the Red Herring Prospectus as and when filed with the RoC, the SEBI and the Stock Exchanges before making an investment decision in the Offer. The Equity Shares offered in the Offer have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold (a) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a) of the U.S. Securities Act and (b) outside the United States in “offshore transactions” as defined in, and in compliance with, Regulation S under the U.S. Securities Act (“Regulation S”) and, in each case, in compliance with the applicable laws of the jurisdiction where those offers and sales are made. This Addendum shall be available to the public for comments, if any, for a period of at least 21 days, from the date of such filing with SEBI and will be available on the website of SEBI at www.sebi.gov.in, the website of Stock Exchanges at www.nseindia.com and www.bseindia.com, the website of our Company at www.tablespace.com the websites of the Book Running Lead Managers at www.axiscapital.co.in; business.bofa.com/in/en/about-us.html; www.india.clsa.com; www.iiflcapital.com; and www.jmfl.com For the purposes of this Addendum, all capitalised terms used herein shall, unless otherwise defined herein, have the meanings ascribed to such terms in the Draft Red Herring Prospectus. Capitalised terms used in the section titled “Outstanding Litigation and Other Material Developments” in this Addendum shall have the meanings ascribed to such terms in the respective disclosures in this Addendum. Further,for the purposes of this Addendum and the corresponding disclosures to be included in the Red Herring Prospectus and the Prospectus, all capitalised terms shall have the meanings ascribed to them in the section titled “Definitions and Abbreviations” of this Addendum.
Place: Bangalore, India For Tablespace Technologies Limited
Date: October 16, 2026 Sd/- Ful Kumar Gautam Company Secretary and Compliance OfficerBOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER Axis Capital Limited BofA Securities India Limited CLSA India Private Limited IIFL Capital Services Limited (formerly JM Financial Limited KFin Technologies Limited 1st Floor, Axis House, P.B. Marg Ground Floor, “A” Wing, 8/F Dalamal House known as IIFL Securities Limited) 7th Floor, Cnergy 301, The Centrium, 3rd Floor Worli, Mumbai 400 025 One BKC, “G” Block, Nariman Point 24th Floor, One Lodha Place Appasaheb Marathe Marg, Prabhadevi 57, Lal Bahadur Shastri Road Maharashtra, India Bandra Kurla Complex Mumbai 400 021 Senapati Bapat Marg Mumbai 400 025 Nav Pada, Kurla (West)
Tel: +91 22 4325 2183 Bandra (East), Mumbai 400 051 Maharashtra, India Lower Parel (West) Maharashtra, India Kurla, Mumbai 400 070 E-mail: tablespace.ipo@axiscap.in Maharashtra, India Tel: +91 22 6650 5050 Mumbai 400 013 Tel: +91 22 6630 3030 Maharashtra, India
Website: www.axiscapital.co.in Tel: +91 22 6632 8000 E-mail: tablespace.ipo@clsa.com Maharashtra, India E-mail: tablespace.ipo@jmfl.com Tel: +91 40 6716 2222 /1800 309 4001 Investor Grievance E-mail: E-mail: dg.tablespace_ipo@bofa.com Website: www.india.clsa.com Tel: +91 22 4646 4728 Website: www.jmfl.com E-mail: tablespace.ipo@kfintech.com investor.grievance@axiscap.in Website:business.bofa.com/in/en/about- Investor Grievance E-mail: E-mail: Tablespace.ipo@iiflcap.com Investor Grievance E-mail: Website: www.kfintech.com
Contact Person: Pavan Naik us.html investor.helpdesk@clsa.com Website: www.iiflcapital.com grievance.ibd@jmfl.com Investor Grievance E-mail:
SEBI Registration No: Inv estor Grievance E-mail: Contact Person: Vedant Jain / Investor Grievance E-mail: Contact Person: Prachee Dhuri einward.ris@kfintech.com INM000012029 dg.india_merchantbanking@bofa.com Bhakti Vaidya ig.ib@iiflcap.com SEBI Registration No.: Contact Person: Willams R
Contact Person: Raj Bedmutha SEBI Registration No.: Contact Person: Bhavesh Mandoth/ INM000010361 SEBI Registration No.:
SEBI Registration No.: INM000011625 INM000010619 Pawan Kumar Jain INR000000221 SEBI Registration No.: INM000010940 BID/OFFER PERIOD ANCHOR INVESTOR [●](1) BID/ OFFER OPENS ON [●] BID/ OFFER CLOSES ON [●](2)* BIDDING DATE
(1) Our Company may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
(2) Our Company in consultation with the Book Running Lead Managers, may consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI ICDR Regulations.
* The UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date.
Tablespace Technologies Limited is proposing, subject to receipt of requisite approvals, market conditions and other considerations, an initial public offer of its Equity Shares and has filed a draft red herring prospectus dated August 10, 2026 (“DRHP”) with the Securities and Exchange Board of India (“SEBI”) and BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”). The DRHP and this Addendum is available on our website at www.tablespace.com as well as on the website of SEBI at www.sebi.gov.in, Axis Capital Limited at www.axiscapital.co.in, BofA Securities India Limited at business.bofa.com/in/en/aboutus.html, CLSA India Private Limited at www.india.clsa.com, IIFL Capital Services Limited (formerly known as IIFL Securities Limited) at www.iiflcapital.com and JM Financial Limited at www.jmfl.com and the websites of the Stock Exchanges at www.nseindia.com and www.bseindia.com, respectively. Any potential investor should note that investment in equity shares involves a high degree of risk and refer to the Draft Red Herring Prospectus, including the section titled “Risk Factors” of the Draft Red Herring Prospectus read with this Addendum, for details. Potential investors should not rely on the DRHP for any investment decision.TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 2 RISK FACTORS .................................................................................................................................................. 3 CAPITAL STRUCTURE ..................................................................................................................................... 5 OUR PROMOTERS AND PROMOTER GROUP ........................................................................................... 9 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................................................... 11 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 12 DECLARATION ................................................................................................................................................ 16DEFINITIONS AND ABBREVIATIONS Company related terms Term Description Amit Banerji The erstwhile promoter of our Company, late Amit Mono Banerji Amit’s Daughter Riya Banerji, the daughter of Amit Banerji, who is one of the Legal Heirs of Amit Banerji Disputed Shareholding The 22,118,300 CCPS A of our Company, aggregating up to 22.14% of the pre-Offer share capital of our Company on a fully diluted basis, as on the date of the Draft Red Herring Prospectus, held by Amit Banerji that are currently subject to the Pending Proceedings, details of which are further disclosed in the “Capital Structure – 11. Details of shareholding of the major Shareholders of our Company” on page 102 of the DRHP.
Legal Heirs Shruti Sood, Amit’s Daughter and his mother, one of our Individual Promoters, Sarita Banerji Pending Proceedings The ongoing legal proceedings relating to the estate, assets and Legal Heirs of Amit Banerji, including
(i) the guardianship petition concerning Amit’s Daughter; (ii) the partition suit concerning certain estate assets of Amit; (iii) the probate petition seeking probate of Amit’s will; and (iv) the suit concerning amounts lying in Amit’s bank accounts, details of which have also been disclosed in the section titled “Outstanding Litigation and Material Developments” beginning on page 473 of the DRHP and further updated in this Addendum Shruti Sood The wife of Amit Banerji, who is one of the Legal Heirs of Amit Banerji Stay Order The order dated July 29, 2025, passed by the V Additional District Judge, Bengaluru Rural, Devanahalli, directing the parties to the Pending Proceeds, that is, Sarita Banerji, Amit’s Daughter and Shruti Sood to maintain status quo over Amit Banerji’s assets, including the Disputed Shareholding, until disposal of the proceedings. For further details, please see section titled section titled “Outstanding Litigation and Material Developments” beginning on page 473 of the DRHP and further updated in this Addendum 2RISK FACTORS An investment in equity shares involves a high degree of risk. Prospective investors should carefully consider all information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. If any or some combination of the following risks actually occur, our business, cash flows, prospects, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline and prospective investors may lose all or part of their investment.
We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the only risks relevant to us, the Equity Shares, or the industry in which we operate in. Some risks may be unknown to us and other risks, currently believed to be immaterial, could be or become material. To obtain a complete understanding of our business, prospective investors should read this section in conjunction with the sections “Our Business”, “Industry Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Consolidated Financial Information” on pages 208, 147, 426 and 308, respectively, as well as other financial information contained in this Draft Red Herring Prospectus. In making an investment decision, prospective investors must rely on their own examination of our business and the terms of the Offer, including the merits and risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular consequences to them of an investment in our Equity Shares.
This Draft Red Herring Prospectus also contains forward-looking statements, which refer to future events that involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual results to be materially different from those expressed or implied by the forward-looking statements. See “Forward-Looking Statements” on page 20. Unless specified or quantified in the relevant risk factors below, we are unable to quantify the financial or other implications of any of the risks described in this section. Unless the context otherwise requires, references to our “client” or “clients” shall be deemed to include affiliates or group companies of our clients, as applicable.
Unless otherwise indicated, the industry-related information contained in this Draft Red Herring Prospectus is derived from the report titled “Industry Report on Flexible Workspaces Segment in India” dated August 10, 2026 (the “Industry Report”), which has been commissioned and paid for by our Company for an agreed fee for the purposes of confirming our understanding of the industry exclusively in connection with the Offer. The Industry Report is available on the website of our Company at
https://tablespace.com/investor-relations and has also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 577. We officially engaged CBRE South Asia Private Limited (“CBRE”), in connection with the preparation of the Industry Report pursuant to an engagement letter dated June 12, 2026. Unless otherwise indicated, all financial, operational, industry and other related information derived from the Industry Report and included herein with respect to any particular year refers to such information for the relevant Financial Year. The data included in this section includes excerpts from the Industry Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the Offer), that have been left out or changed in any manner.
Our Financial Year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular Financial Year are to the 12 months ended March 31 of that year. Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our “Restated Consolidated Financial Information” on page 308.
The Restated Consolidated Financial Information has been prepared in accordance with the SEBI ICDR Regulations.
Internal Risk Factors
14. There are certain outstanding legal proceedings involving our Promoter, Sarita Banerji and the estate of our erstwhile promoter, Amit Banerji, and his Legal Heirs, including a legal proceeding involving the Disputed Shareholding. We cannot assure you that such proceedings will be resolved in a timely manner or at all and any adverse decision in such proceedings may impact the current shareholding pattern of our Company, including the shareholding of our Promoter, Sarita Banerji.
The Disputed Shareholding is currently subject to ongoing legal proceedings. Post Amit Banerji’s demise in January 2025, the Legal Heirs instituted legal proceedings claiming their respective shares of entitlement in Amit Banerji’s estate, including the Disputed Shareholding. Shruti Sood, the wife of Amit Banerji has instituted legal proceedings, inter alia, asserting rights as a class - I legal heir under the Hindu Succession Act, 1956, as amended, claiming a one- third share each for herself, Sarita Banerji and Amit’s Daughter in Amit Banerji’s estate, including the Disputed Shareholding, and disputing the validity, enforceability and effect of the Will. His mother, namely, Sarita Banerji (also one of our Promoters), has also instituted parallel proceedings, claiming that she and Amit’s Daughter are entitled to an equal devolvement of Amit Banerji’s estate by virtue of Amit Banerji’s will dated April 29, 2024 (“Will”), bequeathing his estate equally to his mother and daughter. There are also other legal proceedings, including: (i) a guardianship petition concerning Amit’s Daughter, in which the Supreme Court, by order dated May 29, 2026, stayed the operation of the Karnataka High Court’s judgment that had set aside a trial court’s order, granting interim custody to Amit Banerji’s mother and visitation rights to Shruti Sood; (ii) a partition suit filed by Shruti Sood against Sarita Banerji dated and our Company dated May 12, 2025 in relation to certain estate assets of Amit Banerji; (iii) a probate petition filed by Sarita Banerji and Amit’s Daughter seeking probate of the Will, in which, by order dated July 29, 32025, the Court directed the parties to maintain status quo over Amit Banerji’s assets pending disposal of the testamentary suit; and (iv) a suit filed by Sarita Banerji and Amit’s Daughter against HDFC Bank Limited and Shruti Sood challenging the transfer of amounts from Amit Banerji’s bank accounts to Shruti Sood and seeking, inter alia, injunctive reliefs in relation thereto (all such proceedings, collectively the “Pending Proceedings”). For further information, please refer to “Outstanding Litigation and Material Developments” on page 473.
Further, the equity share capital of certain entities, was held by Amit Banerji, our erstwhile promoter, and continues to be reflected in his name. Such shareholding in these entities will be transmitted to the relevant parties to the Pending Proceedings, upon determination of their entitlement pursuant to the outcome of the Pending Proceedings and completion of the necessary legal formalities and procedures. Accordingly, the number of entities identified as members of the Promoter Group of our Promoter, Sarita Banerji, may increase depending on the outcome of the Pending Proceedings and the consequent determination of the persons entitled to the relevant shareholding. For further details, see “Our Promoters and Promoter Group” on page 301. Given that the Pending Proceedings are sub judice as on the date of this Draft Red Herring Prospectus, we cannot determine the impact or outcome of these proceedings at this stage with certainty. We cannot assure you that these proceedings will be resolved in a timely manner or at all and, until such resolution or final determination of these Pending Proceedings, we may be required to divert the attention of management, allocate resources, and at times be forced to operate with temporary or interim injunctions in connection with the Preference Shares held by Amit Banerji.
15. The shareholding pattern of our Company and the classification of the Disputed Shareholding held by our erstwhile promoter, Amit Banerji, i.e., the Preference Shares held by him in our Company, aggregating up to 22.14% of the pre-Offer share capital of our Company on a fully diluted basis (“Disputed Shareholding”), are subject to the final determination of certain outstanding legal proceedings involving our Promoter, Sarita Banerji and the estate of our erstwhile promoter, Amit Banerji, and his Legal Heirs. We cannot assure you that such proceedings will be resolved in a timely manner or at all and any decision in such proceedings may impact the current shareholding pattern of our Company, including the shareholding of our Promoter, Sarita Banerji.
The Disputed Shareholding held by Amit Banerji has been currently classified as ‘non-promoter and non-public’ and such classification is subject to change dependent on the outcome and final determination of the Pending Proceedings.
Further, the statutory lock-in applicable to such Disputed Shareholding shall be applied and complied with in accordance with the applicable laws and regulations including the SEBI ICDR Regulations, specifically Regulation 16 or 17, as may be applicable, based on the outcome and final determination of the Pending Proceedings and consequent transmission of the Disputed Shareholding to relevant parties to the Pending Proceedings.
Further, since the Disputed Shareholding represents 22.14% of the pre-Offer share capital of our Company on a fully diluted basis, as on the date of this Draft Red Herring Prospectus, any adjudication, settlement or other resolution of the Pending Proceedings involving the Disputed Shareholding may materially impact the existing shareholding pattern of our Company, including the prospective shareholding of our Promoter, Sarita Banerji or the other parties to the Pending Proceedings (including Shruti Sood and Amit’s Daughter), in our Company. Any resulting changes to the shareholding pattern may not occur in a timely manner and may occur even after the listing of the Equity Shares of our Company. The Pending Proceedings in relation to the Disputed Shareholding may also impact the liquidity of the Equity Shares of our Company available for trading in the market following the listing.
Accordingly, since the Pending Proceedings are sub judice as on the date of this DRHP, we cannot determine with certainty the impact or outcome of such proceedings at this stage, including their exact impact on our shareholding pattern, the relevant lock-in period(s) which may be applicable or the classification of the Disputed Shareholding. We cannot assure you that the Pending Proceedings will be resolved in a timely manner or at all.
4CAPITAL STRUCTURE Details of our Company’s share capital, as of the date of this Draft Red Herring Prospectus, is disclosed below. ..... * To be included upon finalization of the Offer Price, and subject to Basis of Allotment.
** The following outstanding CCPS will convert to the below mentioned maximum Equity Shares of face value of ₹1 each, in accordance with Regulation 5(2) of the SEBI ICDR Regulations, and the terms of the CCPS, four days prior to filing of the Red Herring Prospectus in accordance with the Amended and Restated Shareholders’ Agreement and the Angels’ Shareholders’ Agreement in the following manner:
Outstanding CCPS as on date of this Draft Red Herring Prospectus Maximum number of resultant Equity Shares of face value of ₹1 each upon conversion of outstanding CCPS 55,582,470 CCPS A of face value of ₹1 each Up to 195,308,616^ Equity Shares of face value of ₹1 each 36,054,100 CCPS B of face value of ₹1 each Up to 144,216,400^ Equity Shares of face value of ₹1 each 3,247,830 CCPS C$ of face value of ₹1 each Up to 3,247,830 Equity Shares of face value of ₹1 each 59,374 CCPS D& of face value of ₹1 each Up to 237,496 Equity Shares of face value of ₹1 each ^ Includes the impact of Equity Shares resulting upon the conversion of CCPS C (in the ratio of three Equity Shares of face value of ₹1 each, for each Equity Share of face value ₹1 each arising upon the conversion of CCPS A/ CCPS B, respectively), as approved by way of resolution dated June 20, 2025 passed by the Board of Directors and resolution dated June 23, 2025 passed by our Shareholders. Further the original terms of the CCPS A, including the applicable conversion ratio, were recorded in the Original Amended and Restated Shareholders’ Agreement and the Original Angels’ Shareholders’ Agreement, each of which were signed and duly executed by the parties thereto, including Amit Banerji. Thereafter, subsequent to the demise of Amit Banerji, the terms of the CCPS A were varied pursuant to special resolutions passed at separate meetings of the CCPS A holders held on June 7, 2025 and July 28, 2026, respectively, in accordance with Sections 48, 55 and other applicable provisions of the Companies Act. Such variations primarily related to amendments carried out to the applicable conversion period of the CCPS A, to facilitate the conversion of the CCPS, four days prior to filing of the Red Herring Prospectus in accordance with the Amended and Restated Shareholders’ Agreement and the Angels’ Shareholders’ Agreement. The variations to the terms of CCPS A carried out post the date of the Stay Order, did not impact the shareholding pattern to the extent of the percentage of the Disputed Shareholding, the voting rights or interests associated with the Disputed Shareholding, or any other ownership interests in relation to the Disputed Shareholding. All rights and interests associated with the Disputed Shareholding shall continue to be subject to the outcome and final determination of the Pending Proceedings and the consequent transmission of the Disputed Shareholding to the relevant parties to the Pending Proceedings.
$ As per the terms of issuance of CCPS C, all CCPS C shall compulsorily and mandatorily convert into Equity Shares of face value of ₹1 each on or before June 20, 2027,
(i) in the ratio of 1:1 (i.e. one Equity Shares of face value of ₹1 each for each CCPS C held), four days prior to the filing of the red herring prospectus or such other date as mutually agreed as per the terms of CCPS C, or (ii) into one Equity Share of face value of ₹1 each for all CCPS C held, in all other scenarios.
& As per the terms of issuance of CCPS D, all CCPS D shall compulsorily and mandatorily convert into Equity Shares of face value of ₹1 each on or before June 20, 2027,
(i) in the ratio of 4:1 (i.e. four Equity Shares of face value of ₹1 each for each CCPS D held), four days prior to the filing of the red herring prospectus or such other date as mutually agreed as per the terms of CCPS D, or (ii) in the ratio of 1:1 (i.e. one Equity Share of face value of ₹1 each for each CCPS D held) held, in all other scenarios.
6. Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 1,082,610 Equity Shares of face value ₹1 each and 58,733,450 CCPS, representing 61.76% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company, on a fully diluted basis.^ ^ Assumes the conversion of all outstanding CCPS, exercise of vested ESOPs and the impact of Equity Shares resulting upon the conversion of CCPS C (in the ratio of three Equity Shares of face value of ₹1 each, for each Equity Share of face value ₹1 each arising upon the conversion of CCPS A/ CCPS B, respectively), as approved by way of resolution dated June 20, 2025 passed by the Board of Directors and resolution dated June 23, 2025 passed by our Shareholders.
All Equity Shares issued to our Promoters were fully paid-up on the respective dates of allotment or acquisition, as applicable. …
(d) Details of Promoters’ Contribution and lock-in Pursuant to Regulations 14 and 16 (1)(a) of the SEBI ICDR Regulations, an aggregate of at least 20% of the fully diluted^ post-Offer Equity Share capital of our Company held by our Promoters shall be considered as the minimum Promoters’ Contribution and is required to be locked-in for a period of three years from the date of Allotment (“Promoters’ Contribution”). In accordance with Regulation 16(1)(b) of the SEBI ICDR Regulations, our Promoters’ shareholding in excess of 20% shall be locked in for a period of 12 months from the date of Allotment.
^ Assumes the conversion of all outstanding CCPS, exercise of vested ESOPs and the impact of Equity Shares resulting upon the conversion of CCPS C (in the ratio of three Equity Shares of face value of ₹1 each, for each Equity Share of face value ₹1 each arising upon the conversion of CCPS A/ CCPS B, respectively), as approved by way of resolution dated June 20, 2025 passed by the Board of Directors and resolution dated June 23, 2025 passed by our Shareholders.
The Disputed Shareholding is currently subject to ongoing legal proceedings, which include claims made by the parties to the Pending Proceedings, including his Legal Heirs, namely Shruti Sood, Amit’s Daughter and our Promoter, Sarita Banerji. For further information, please refer to “Risk Factors – The shareholding pattern of our Company and the classification of the shareholding held by our erstwhile promoter, Amit Banerji, i.e., the Preference Shares held by him in our Company, aggregating up to 22.14% of the pre-Offer share capital of our Company on a fully diluted basis, are subject to the final determination of certain outstanding legal proceedings involving our Promoter, Sarita Banerji 5and the estate of our erstwhile promoter, Amit Banerji, and his legal heirs. We cannot assure you that such proceedings will be resolved in a timely manner or at all and any decision in such proceedings may impact the current shareholding pattern of our Company, including the shareholding of our Promoter, Sarita Banerji”, “Outstanding Litigation and Material Developments - Litigation Involving our Company” and “Outstanding Litigation and Material Developments - Litigation Involving our Promoters” on pages [●], 474 and 476.
While the determination of the Promoters’ Contribution shall not be affected by the outcome of the Pending Proceedings, the classification and applicable statutory lock-in of the Disputed Shareholding is subject to change and shall be determined in accordance with applicable laws and regulations based on the outcome of the Pending Proceedings and such Disputed Shareholding held by our erstwhile promoter, Amit Banerji (including any shareholding which may be transmitted to the Legal Heirs subject to their claims and outcome and final determination of the Pending Proceedings) shall be subject to Regulation 16 or 17 of the SEBI ICDR Regulations, as applicable.
The details of the Equity Shares (including the Equity Shares resulting from the conversion of the outstanding CCPS) held by our Promoters, which shall be locked-in for minimum Promoters’ Contribution for a period of three years, from the date of Allotment as Promoters’ Contribution are as set out below:*
6......
10. Shareholding pattern of our Company The table below presents the Equity Shareholding pattern of our Company, as on the date of this Draft Red Herring Prospectus:
The Disputed Shareholding is currently subject to ongoing legal proceedings, which include claims made by the parties to the Pending Proceedings, including his Legal Heirs. The Pending Proceedings pertaining to the Disputed Shareholding is currently sub judice. The shareholding held by our erstwhile promoter, Amit Banerji, is currently classified as “non-promoter and non- public” shareholding for the purposes of the below disclosure. Such classification is subject to change and may be appropriately revised depending on the outcome of the Pending Proceedings and in compliance with Regulation 31 of the SEBI Listing Regulations. For further information, please refer to “Risk Factors – The shareholding pattern of our Company and the classification of the shareholding held by our erstwhile promoter, Amit Banerji, i.e., the Preference Shares held by him in our Company, aggregating up to 22.14% of the pre-Offer share capital of our Company on a fully diluted basis, are subject to the final determination of certain outstanding legal proceedings involving our Promoter, Sarita Banerji and the estate of our erstwhile promoter, Amit Banerji, and his legal heirs. We cannot assure you that such proceedings will be resolved in a timely manner or at all and any decision in such proceedings may impact the current shareholding pattern of our Company, including the shareholding of our Promoter, Sarita Banerji.”, “Outstanding Litigation and Material Developments - Litigation Involving our Company” and “Outstanding Litigation and Material Developments - Litigation Involving our Promoters” on pages [●], 474 and 476.
Categ Category Number of Number of Number Number of Total number Shareholding Number of Voting Rights held in each class Number of Shareholding, Number of Number of Shares Number of ory of shareholders fully paid up of Partly shares of shares held as a % of of securities (IX) shares as a % Locked in pledged or equity
(I) shareholde (III) Equity paid-up underlying (VII)=(IV)+(V) total number Underlying assuming full shares (XII) otherwise shares held r (II) Shares held Equity Depository + (VI) of shares Outstanding conversion of encumbered in
(IV) Shares Receipts (calculate as Convertible convertible (XIII)# dematerialis held (V) (VI) per SCRR, Number of Voting Rights Total securities securities (as a Number As a Number As a % ed form
1957) (VIII) Class e.g.: Class e.g.: Total as a % (including percentage of (a) % of (a) of total (XIV) As a % of Equity Others of Warrants) fully diluted total Shares (A+B+C2) Shares (A+B + (X) (FDB)^ share capital) Share held C) (XI)= s held (b)
(VII)+(X) As a (b) % of (A+B+C2)
(A) Promoter 5 1,082,610 - - 1,082,610 100 1,082,610 58,792,824 59,875,434 61.83* 217,063,836 61.83 - - 75,973,608 21.64 1,082,610 and Promoter Group
(B) Public 14 - - - Nil Nil - 14,032,650 14,032,650 16.03* 56,292,576 16.03 - - - - -
(C) Non- 1 - - - - - - 22,118,300 22,118,300 22.14* 77,720,452 22.14 - - - - - Promoter- Non Public
(C1) Shares - - - - - - - - - - - - - - - - - underlying depository receipts
(C2) Shares - - - - - - - - - - - - - - - - - held by 7Categ Category Number of Number of Number Number of Total number Shareholding Number of Voting Rights held in each class Number of Shareholding, Number of Number of Shares Number of ory of shareholders fully paid up of Partly shares of shares held as a % of of securities (IX) shares as a % Locked in pledged or equity
(I) shareholde (III) Equity paid-up underlying (VII)=(IV)+(V) total number Underlying assuming full shares (XII) otherwise shares held r (II) Shares held Equity Depository + (VI) of shares Outstanding conversion of encumbered in
(IV) Shares Receipts (calculate as Convertible convertible (XIII)# dematerialis held (V) (VI) per SCRR, Number of Voting Rights Total securities securities (as a Number As a Number As a % ed form
1957) (VIII) Class e.g.: Class e.g.: Total as a % (including percentage of (a) % of (a) of total (XIV) As a % of Equity Others of Warrants) fully diluted total Shares (A+B+C2) Shares (A+B + (X) (FDB)^ share capital) Share held C) (XI)= s held (b)
(VII)+(X) As a (b) % of (A+B+C2) employee trusts Total 20 1,082,610 Nil Nil 1,082,610 100 1,082,610 94,943,774 96,026,384 100.00 351,076,864 100.00 Total 75,973,608 21.64 1,082,610 ^ Assumes the conversion of all outstanding CCPS, exercise of vested ESOPs and the impact of Equity Shares resulting upon the conversion of CCPS C (in the ratio of three Equity Shares of face value of ₹1 each, for each Equity Share of face value ₹1 each arising upon the conversion of CCPS A/ CCPS B, respectively), as approved by way of resolution dated June 20, 2025 passed by the Board of Directors and resolution dated June 23, 2025 passed by our Shareholders.
# As on date of this Draft Red Herring Prospectus, certain Equity Shares and CCPS held by our Promoters are subject to a pledge and non-disposal undertakings. For further details, please see “ – Details of encumbered securities of our Company” on page 106.
* The total percentage of number of voting rights held in each class of securities is as a % assuming full conversion of convertible securities (as a percentage of fully diluted share capital 8OUR PROMOTERS AND PROMOTER GROUP Payment or benefits to Promoters or Promoter Group Except as disclosed in “Restated Consolidated Financial Information – 50 - Related party disclosure”, “Our Management – Terms of Appointment of the Executive Directors of our Company” and “Risk Factors – Our Promoters may be involved in ventures which are engaged in the same line of activity or business as that of our Company and this may result in conflicts of interest with us. Certain of our Promoters, Directors, Key Managerial Personnel and Senior Management may have interests in our Company in addition to their remuneration and reimbursement of expenses.” on pages 401, 284 and 48, respectively. Further except for the ex-gratia payment made by our Company to our Promoter, Sarita Banerji, as disclosed in section titled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations”, on page 426 of the DRHP, there no amount or benefit has been paid or given by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus.
Promoter Group In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:
Natural persons forming part of the Promoter Group Name of the Promoter Name of member of Promoter Group Relationship with the Promoter Karan Chopra Preeti Banerji Spouse Navin Vikas Chopra Father Dipali Chopra Mother Aditya Chopra Brother Simran Chopra Sister Kabir Chopra Son Kunal Mehra Aashna Sanjay Arora Spouse Indu Mehra Mother Pooja Mehra Sister Meenakshi Agarwal Sister Jai Mehra Son Reet Mehra Daughter Sanjay Madanlal Arora Spouse’s father Ritu Sanjay Arora Spouse’s mother Nimiit Sanjay Arora Spouse’s brother Trishala Sanjay Arora Spouse’s sister Sarita Banerji Satinder Nath Sood Brother Preeti Banerji Daughter Entities forming part of the Promoter Group Entities forming part of the Promoter Group for our Individual Promoter, Karan Chopra S. No. Name of the entity
1. C aph Star Ventures LLP
2. K armic Cleanse LLP
3. N ational Rice Mills, Delhi
4. TS Global Connect Private Limited Entities forming part of the Promoter Group for our Individual Promoter, Kunal Mehra S. No. Name of the entity
1. K AM Star Ventures LLP
2. K MAB Advisors LLP
3. N ovance Advisors LLP
4. T S Global Connect Private Limited 9Entities forming part of the Promoter Group for our Individual Promoter, Sarita Banerji S. No. Name of the entity
1. In ternational Institute of Financial Markets Limited
2. Y ouscore Solutions Private Limited The equity share capital of certain entities, details of which are set out below, was held by Amit Banerji, our erstwhile promoter, and continues to be reflected in his name.
S. No. Name of the entity
1. K MAB Advisors LLP*
2. Pu rpleyo Technologies Private Limited*
3. N ovance Advisors LLP*
4. Ta blespace Advantage Private Limited*
5. TS Energy Private Limited* * The equity share capital in these entities was held by Amit Banerji, our erstwhile promoter, and continue to be reflected in his name. These shares will be transmitted to Legal Heirs on completion of the necessary legal formalities and procedures. For details, see “Outstanding Litigation and Material Developments - Litigation involving our Promoters” on page 476.
Such shareholding in these entities will be transmitted to the relevant parties to the Pending Proceedings, upon determination of their entitlement pursuant to the outcome of the Pending Proceedings and completion of the necessary legal formalities and procedures.
Entities forming part of the Promoter Group for our Investor Promoter, AGS TS II Holdings Pte. Ltd.
S. No. Name of the entity
1. A GS TS I Holdings Pte. Ltd.
10MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Results of Operations ....
Financial Year 2025 compared to Financial Year 2024 ...
Expenses ...
Other expenses: ...
Exceptional item: Exceptional items of ₹15,686.89 million were recognized during the Financial Year 2025, primarily on account of the fair valuation loss on CCPS-A and an ex-gratia payable amounting to ₹80.33 million.
Amit Banerji had availed certain advances against his salary from time to time from our Company, of which ₹43.43 million remained outstanding at the time of his demise (“Outstanding Payment”). Post his demise, our Board pursuant to its resolution dated September 8, 2025, unanimously approved an ex-gratia payment of ₹80.33 million (“Ex-Gratia Payment”) to Sarita Banerji, pursuant to her request letter to our Company dated February 3, 2025 (“Request Letter”). For further details of such Ex-Gratia payment, see “Restated Consolidated Financial Information” and “Summary of Related Party Transactions” on pages 401 and 74, respectively. The Ex-Gratia Payment was utilized towards the recovery of the Outstanding Payment from our erstwhile promoter, Amit Banerji, and the net amount of the Ex-Gratia Payment has been paid or is payable to Sarita Banerji in accordance with the agreed payment terms and on the grounds highlighted by her in her Request Letter, towards meeting her personal financial exigencies, including the care and maintenance of Amit’s Daughter, Due to its variable conversion mechanism, CCPS-A is classified as a financial liability measured at fair value through profit or loss in accordance with Ind AS 109. The increase in our Company’s enterprise valuation since the initial recognition of CCPS-A resulted in an increase in the carrying value of the financial liability, with the corresponding fair value loss recognized in the Statement of Profit and Loss for the Financial Year 2025. Upon conversion of the CCPS-A into equity shares, the financial liability will be extinguished and equity shares will be issued, thereby improving our Net Worth.
Based on a valuation assessment conducted by a registered valuer, our Company recognized a loss of ₹15,606.56 million, using a weighted average valuation under discounted cash flow (DCF) and market approach method. See “Restated Consolidated Financial Information – Annexure VI – Note 35: Exceptional Item” on page 376.
...
11OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Litigation involving our Company Other Material Litigation
1) Shruti Sood, the wife of our erstwhile promoter (“Shruti Sood”), late Amit Banerji (“Amit Banerji”) along with Amit’s daughter, Riya Banerji (“Amit’s Daughter”), has filed a partition suit dated May 12, 2025 (“Partition Suit”) against our Company and Sarita Banerji, one of the Promoters of our Company and the mother of our erstwhile promoter, Amit Banerji (“Sarita Banerji”), in relation to certain estate assets of Amit Banerji, inter alia – (a) a vehicle belonging to our Company (“Company’s Car”); (b) a residential plot admeasuring 13,050 square feet together with a residential mansion constructed thereon, admeasuring 9,905 square feet of super built-up area; and other miscellaneous assets (collectively, the “Suit Scheduled Properties”). By way of an ex parte order dated May 15, 2025 (“Ex-Parte Order”), the Vacation Court, Additional District and Sessions Judge and FTSC, Bengaluru Rural granted an ex- parte ad-interim injunction restraining alienation or encumbering of the Scheduled Properties (“Ex-Parte Injunction”), including the Company's Car. Our Company filed an interlocutory application seeking vacation of the Ex-Parte Order on the basis that the Company’s Car was a property of our Company and did not belong to Amit Banerji. Subsequently, by a common order dated July 25, 2025, the Court of the Principal Senior Civil Judge & JMFC, Devanahalli (“Court”) continued the injunctions in respect of the Scheduled Properties but excluded the Company's Car from the operation thereof, and the earlier injunction in respect of such vehicle stood vacated (“Common Order”). In the Common Order, the Court inter alia observed that the last will and testament dated April 29, 2024 (“Will”), executed by Amit Banerji, was unregistered and cannot be relied upon. Sarita Banerji filed a review challenging the Common Order, which is pending. Along with the Partition Suit, Shruti Sood has also filed six interlocutory applications seeking, inter alia, restraint orders in relation to certain Suit Scheduled Properties, including restraining our Company, Sarita Banerji and persons acting through them from creating any third-party rights therein and restraining Sarita Banerji from interfering with the possession and use thereof by Shruti Sood and Amit's Daughter, disclosure of particulars of assets allegedly standing in the name of Amit Banerji and/or jointly held with Sarita Banerji and disclosure by our Company of assets allegedly funded by Amit Banerji and acquired in the name of our Company, and some of these applications are pending consideration by the court. Further, Shruti Sood has also filed an interlocutory application dated June 25, 2025, seeking an amendment to include certain additional assets to the Suit Scheduled Properties, including Amit Banerji’s shareholding in our Company within the scope of the Partition Suit, shares/units held by Amit Banerji in various entities, credit balances of Amit Banerji with an entity named “Invest4Edu Private Limited”, contributions made by Amit Banerji to limited liability partnerships, savings bank accounts and other bank accounts, and life insurance policies. As on date of this Draft Red Herring Prospectus, our Company has not filed its objections to the amendment application and the same has not come up for hearing. Sarita Banerji has filed her counterclaim in the Partition Suit for including two properties in the Suit Scheduled Properties namely – (a) an apartment (“Apartment”);
and (b) a residential flat, (“Residential Flat”). Along with the said counterclaim, Sarita Banerji has also filed an interlocutory application for an order restraining Shruti Sood and / or any other persons acting on her behalf and / or claiming through her, either directly or indirectly from residing, performing any work at, structurally altering, selling, transferring, alienating, disposing, encumbering, creating any third- party rights including tenancy rights, licensee rights and / or using and / or in any manner dealing with and / or deriving any income from the Apartment and the Residential Flat. Sarita Banerji’s counterclaim and its accompanying interlocutory application are pending.
In addition, Shruti Sood, has initiated proceedings under the Indian Succession Act, 1925, seeking issuance of a succession certificate in favour of herself, Amit’s Daughter, Sarita Banerji, in equal shares, in respect of the assets and liabilities of Amit Banerji. has also filed a succession petition before the Court against Sarita Banerji dated May 2, 2025, (“Succession Petition”) claiming a one third share (along with one third share for Amit’s Daughter) in Amit Banerji’s estates, including his shareholding in our Company.
Thereafter, Shruti Sood filed an interlocutory application seeking rejection of Sarita Banerji’s counterclaim. By an order dated June 3, 2026, in a separate Guardianship Proceeding between Sarita Banerji and Amit Banerji’s sister, Preeti Banerji and Shruti Sood, the Supreme Court of India recorded the willingness of the parties to that proceeding (which does not include our Company) to explore a settlement, appointed a mediator and directed that, pending mediation, all proceedings inter se such parties before different fora shall remain stayed, except for recording of witness testimony in the Probate 12Proceeding. As on date, the mediation proceedings have been unsuccessful, and the outcome of the mediation will be intimated to the Supreme Court. The Supreme Court proceeding arises out of the guardianship proceeding between Sarita Banerji, Amit’s Daughter and Preeti Banerji, for more details, please refer to “Litigation involving our Promoters - Other Material Litigation” on page 476 of the DRHP. Accordingly, the Partition Suit is currently stayed and is currently pending.
Litigation involving our Promoters Other Material Litigation
1) Shruti Sood, the wife of our erstwhile promoter (“Shruti Sood”), late Amit Banerji (“Amit Banerji”) claiming in her capacity as one of the class – I legal heirs of Amit Banerji, in terms of the Hindu Succession Act, 1956, as amended, has filed a succession petition including on behalf of minor Riya Banerji (“Amit’s Daughter”) before the III Addl. Senior Civil Judge, Devanahalli on May 2, 2025 (“Succession Petition”). Sarita Banerji is also a party in this Succession Petition. Shruti Sood has filed this Succession Petition claiming one-third share for herself and one-third share on behalf of Amit’s Daughter in Amit Banerji’s estate. Our Company is not a party to the Succession Petition. Given that the Succession Proceeding is inter se between Shruti Sood, Sarita Banerji and Amit’s Daughter, the proceedings are subject to the directions contained in the order dated June 3, 2026, passed by the Supreme Court of India in the proceeding referred to above. For more details, please refer to “Litigation involving our Company - Other Material Litigation” on page 476. This Supreme Court proceeding arises out of the Guardianship Proceeding between Sarita Banerji, Amit’s Daughter and Preeti Banerji, which are detailed at page 475. Accordingly, the Succession Petition is currently stayed and is pending.
2) Shruti Sood, the wife of our erstwhile promoter, (“Shruti Sood”) late Amit Mono Banerji (“Amit Banerji”), along with Amit’s minor daughter Riya Banerji has filed a partition suit dated May 12, 2026 against our Company and Sarita Banerji, one of the Promoters of our Company and the mother of our erstwhile promoter, Amit Banerji, in relation to certain estate assets of Amit Banerji, including a vehicle belonging to our Company, and other miscellaneous assets of Amit Banerji. Shruti Sood has later filed an interlocutory application to include Amit Banerji’s shareholding in our Company to the subject matter of the Suit but the same is pending. For more details, please refer to “Litigation involving our Company- Other Material Litigation” on page 475.
3) Sarita Banerji, one of the Promoters of our Company and mother of our erstwhile promoter, late Amit Mono Banerji (“Amit Banerji”) along with Amit’s daughter, Riya Banerji, (“Amit's Daughter”) has filed a probate petition dated June 24, 2025 against Shruti Sood, the wife of our erstwhile promoter, Amit Banerji (“Shruti Sood”), before the V Additional District Judge, Bengaluru Rural, Devanahalli, (“Court”) seeking probate of the last will and testament dated April 29, 2024 (“Will”), executed by Amit Banerji (“Probate Proceedings”). Along with the Probate Proceedings, Sarita Banerji also filed four interlocutory applications seeking, inter alia, (a) permission to represent Amit's Daughter a minor, as her custodian and paternal grandmother and as her next friend in the Probate Proceedings; (b) temporary injunctions restraining Shruti Sood and persons claiming through or under her from dealing with, alienating, encumbering, transferring or creating third-party rights in or interfering with any part of Amit Banerji’s estate; and (c) a direction to Shruti Sood to deposit with the Court the funds withdrawn by her from Amit Banerji’s bank accounts and life insurance policy, amounting to ₹88.00 million, and any other amounts allegedly taken from Amit Banerji’s estate. Shruti Sood has also asserted rights for herself and with Amit’s Daughter in Amit’s estate, including in relation to his shareholding in our Company. By
order dated July 29, 2025, the Court, directed Sarita Banerji, Amit’s Daughter and Shruti Sood to maintain status quo over Amit Banerji’s assets, including his shareholding in the Company, until disposal of the suit. By an Order dated July 29, 2025, the Court permitted Sarita Banerji to proceed in the matter as the next friend of minor Amit’s Daughter, partly allowed the interlocutory applications seeking temporary injunctions restraining Shruti Sood and persons claiming through or under her from dealing with, alienating, encumbering, transferring or creating third-party rights in or interfering with Amit Banerji’s estate, dismissed the application seeking a direction to Shruti Sood to deposit with the Court the funds allegedly withdrawn by her from Amit Banerji’s bank accounts and life insurance policy amounting to ₹8,80,00,000 and any other amounts allegedly taken from Amit Banerji’s estate, and directed Sarita Banerji, Amit’s Daughter and Shruti Sood to maintain status quo in relation to Amit Banerji’s assets, including his shareholding in our Company, until disposal of the Probate Proceedings (“Status Quo Order”). Subsequently, Shruti Sood, by way of a letter dated July 31, 2025, requested our Company to maintain status quo in relation to Amit Banerji’s shareholding in our Company. However, our Company responded stating, inter alia, that the Probate Proceedings pertain to a family dispute not 13involving or concerning our Company. In the common order dated July 25, 2025 passed in the Partition Suit, as detailed on page 475 of the DRHP, it was inter alia observed that the Will is not a registered document and the same cannot be relied on by the Court to see a prima facie case and that it requires trial to decide whether Amit Banerji executed the Will. The Status Quo Order was passed after the Common Order. Further, Sarita Banerji and Amit’s Daughter filed an interlocutory application seeking directions to Shruti Sood to disclose transactions relating to fixed deposits created out of Amit Banerji’s estate funds , while Shruti Sood filed applications seeking dismissal of the Probate Proceedings and security of costs for participating therein. Sarita Banerji and Amit’s Daughter also filed an interlocutory application to file their rejoinder to Shruti Sood’s written statement. By its order dated April 23, 2026, the Court dismissed the applications seeking disclosure of the fixed deposit transactions, dismissal of the Probate Proceedings and security of costs, and allowed filing of the rejoinder filed by Sarita Banerji and Amit’s Daughter. Against the said order dated April 23, 2026, Sarita Banerji and Amit’s Daughter preferred a miscellaneous first appeal dated June 23, 2026 before the High Court of Karnataka, which is pending. Given that the Probate Proceedings are inter se between Shruti Sood, Sarita Banerji and Amit’s Daughter, the proceedings are subject to the directions contained in the order dated June 3, 2026 passed by the Supreme Court of India in the proceeding referred to above. As on date, the mediation proceedings have been unsuccessful, and the outcome of the mediation will be intimated to the Supreme Court. For more details, please refer to “Litigation involving our Company- Other Material Litigation” on page 475.
4) Sarita Banerji, one of our Promoters and mother of our erstwhile promoter, late Amit Mono Banerji (“Sarita Banerji”), along with her daughter, Preeti Banerji has instituted proceedings under the Guardians and Wards Act, 1890, as amended, before the V Additional District and Sessions Judge, Devanahalli, Bengaluru Rural (“Court”) seeking declaration as guardian of the person and property of Amit’s daughter Riya Banerji (“Amit’s Daughter”), permanent custody of Amit’s Daughter, injunction restraining Shruti Sood, the wife of late Amit Mono Banerji (“Shruti Sood”) from interfering with Amit’s Daughter’s life, education or custody or contacting her without prior permission of the Court and /or contesting proceedings on behalf of Amit’s Daughter (“Guardianship Proceeding”). Along with the Guardianship Proceeding, Sarita Banerji and Preeti Banerji filed three interlocutory applications being –
(a) the first interlocutory applicationfor filing the Guardianship Proceeding before the vacation court; (b) the second interlocutory application for appointing Sarita Banerji and Preeti Banerji as the guardian of the person and property of Amit’s Daughter pending the Guardianship Proceeding; and (c) the third interlocutory applicationfor an order of temporary injunction restraining Shruti Sood or anyone claiming through or under her from forcibly interfering with the custody of the Amit’s Daughter pending the Guardianship Proceeding. By an ad-interim order dated May 31, 2025, the Court permitted the Guardianship Proceeding to be filed before the vacation court and in relation to the application seeking an order restraining Shruti Sood or anyone claiming through or under her from forcibly interfering with the custody of minor Amit’s Daughter, restrained Shruti Sood from forcibly interfering with the custody of Amit’s Daughter. Shruti Sood filed six interlocutory applications seeking (a) permission to speak to Amit’s Daughter through video call or any electronic media every day during certain predetermined hours of the day (b) interim custody of Amit’s Daughter from every Saturday to Tuesday, during certain predetermined hours of the day (c) interim orders restraining Sarita Banerji, Preeti Banerji and persons acting on their behalf from removing Amit’s Daughter from her school or taking her outside the jurisdiction of the Court without the specific leave of the Court; and (d) setting aside of the ad-interim
order dated May 31, 2025. Shruti Sood also filed a memo seeking directions to Sarita Banerji and Preeti Banerji to keep Amit’s Daughter present before the Court. Subsequently, by an order dated January 12, 2026 (“Interim Order”), the Court dismissed the application filed by Shruti Sood seeking setting aside of the ad-interim order dated May 31, 2025, and made the temporary injunction granting interim custody of Amit’s Daughter by the order dated May 31, 2025 absolute, while granting visitation rights to Shruti Sood to meet Amit’s Daughter once a month, on the first Sunday of every month during certain predetermined hours of the day., under the supervision of Sarita Banerji and Preeti Banerji. Subsequently, Shruti Sood filed, writ petitions before the High Court of Karnataka, challenging the Interim Order (“Writ Petitions”). By common order dated April 24, 2026 (“HC Order”), the High Court of Karnataka –(a) allowed the Writ Petitions; (b) set aside the Interim Order; (c) vacated the injunction restraining Shruti Sood from accessing Amit’s Daughter; (d) clarified that it has examined the matter only to the extent of the legality of the injunction; (e) observed that the questions relating to custody, visitation and appointment of guardian shall be decided by the Court after full-fledged trial, in accordance with law and uninfluenced by any observations made in the HC Order; and (f) kept all contentions open.
Further, Sarita Banerji filed special leave petitions before the Supreme Court challenging the HC Order.
The Supreme Court of India, by order dated May 29, 2026, stayed the operation of the HC Order and by 14further order dated June 3, 2026, recorded the willingness of the parties to explore settlement, appointed a mediator, and directed that all proceedings inter se the parties before different fora shall remain stayed pending mediation. As on date, the mediation proceedings have been unsuccessful, and the outcome of the mediation will be intimated to the Supreme Court. The matter is currently pending and is directed to be listed along with the mediation report before the Supreme Court.
5) Sarita Banerji, one of our Promoters and mother of our erstwhile promoter, late Amit Mono Banerji (“Amit Banerji”), along with Riya Banerji (“Amit's Daughter”), filed a suit against HDFC Bank Limited and Shruti Sood, the wife of Amit Banerji (“Shruti Sood”) before the City Civil Court, Bengaluru (“Court”), seeking, inter alia, declarations that the letter dated June 18, 2025 (“Letter”) by which HDFC Bank Limited justified the transfer of amounts from Amit Banerji’s bank accounts to Shruti Sood, is illegal, void and inoperative, and permanent injunctions restraining HDFC Bank Limited from acting on such letter or transferring any amounts from Amit Banerji’s bank accounts to Shruti Sood, and restraining Shruti Sood from receiving or transferring such amounts (“HDFC Suit”). Along with the HDFC Suit, Sarita Banerji and Amit’s Daughter filed five interlocutory applications seeking, inter alia,
(a) permission for Sarita Banerji to represent Amit’s Daughter as her next friend; (b) interim injunctions restraining HDFC Bank Limited from acting on the Letter or transferring any amounts from Amit Banerji’s accounts to Shruti Sood, and restraining Shruti Sood from receiving such amounts; and (c) directions to HDFC Bank Limited to disclose the amounts already transferred from Amit Banerji’s accounts to Shruti Sood and the details of the accounts to which such amounts were transferred. By an
order dated June 27, 2026, the Court allowed the application permitting Sarita Banerji to represent Amit’s Daughter as her next friend. Further, by an interim order dated July 7, 2025 (“Interim Order”), HDFC Bank Limited was restrained from making any disbursals or transfers from Amit Banerji’s accounts to Shruti Sood or any other person pending disposal of the HDFC Suit. Subsequently, Shruti Sood filed a miscellaneous first appeal dated July 15, 2025 before the High Court of Karnataka challenging the Interim Order, which is currently pending. Shruti Sood and HDFC Bank Limited filed their written statements to the HDFC Suit on October 9, 2025. Our Company is not a party to the HDFC Suit. Given that the HDFC Suit is inter se between Shruti Sood, Sarita Banerji and Amit’s Daughter and HDFC Bank Limited, the proceedings are subject to the directions contained in the order dated June 3, 2026, passed by the Supreme Court of India in the proceeding referred to above. As on date, the mediation proceedings have been unsuccessful, and the outcome of the mediation will be intimated to the Supreme Court.For more details, please refer to “Litigation involving our Company- Other Material Litigation” on page 476.
15DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further confirm that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Karan Chopra Chairman, Whole-time Director and Co-Chief Executive Officer
Date: October 16, 2026
Place: Bangalore 16DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further confirm that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Kunal Mehra President, Whole-time Director and Co-Chief Executive Officer
Date: October 16, 2026
Place: Bangalore 17DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Siddhartha Gupta Non-Executive Nominee Director
Date: October 16, 2026
Place: Mumbai 18DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Joseph Raymond Gagnon Non-Executive Nominee Director
Date: October 16, 2026
Place: Tokyo 19DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further confirm that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Nilesh Shivji Vikamsey Independent Director
Date: October 16, 2026
Place: Mumbai 20DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further confirm that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Ganesh Natarajan Independent Director
Date: October 16, 2026
Place: Pune 21DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further confirm that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Mukeeta Pramit Jhaveri Independent Director
Date: October 16, 2026
Place: London 22DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further confirm that all statements made in this Addendum are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY _______________________________________ Anthony Charles Philip Couse Independent Director
Date: October 16, 2026
Place: Shanghai, China 23DECLARATION I hereby declare that all relevant provisions of the Companies Act and the rules, guidelines/ regulations issued by the Government of India and the SEBI, established under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Addendum is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or guidelines or regulations issued thereunder, as the case may be. I further confirm that all statements made in this Addendum are true and correct.
SIGNED BY CHIEF FINANCIAL OFFICER OF OUR COMPANY _______________________________________ Bittu Varghese Nellissery Chief Financial Officer
Place: October 16, 2026
Date: Bangalore 24DECLARATION BY SELLING SHAREHOLDER I, Karan Chopra, acting as an Individual Promoter Selling Shareholder, hereby confirm that all statements, disclosures and undertakings specifically made, confirmed or undertaken by me in this Addendum in relation to me as an Individual Promoter Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this Addendum.
_______________________________________ Karan Chopra
Date: October 16, 2026
Place: Bangalore 25DECLARATION BY SELLING SHAREHOLDER I, Kunal Mehra, acting as an Individual Promoter Selling Shareholder, hereby confirm that all statements, disclosures and undertakings specifically made, confirmed or undertaken by me in this Addendum in relation to me as an Individual Promoter Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this Addendum.
_____________________________ Kunal Mehra
Date: October 16, 2026
Place: Bangalore 26DECLARATION BY SELLING SHAREHOLDER I, Srinivas Prasad, acting as an Other Selling Shareholder, hereby confirm that all statements, disclosures and undertakings specifically made, confirmed or undertaken by me in this Addendum in relation to me as an Other Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this Addendum.
_______________________________________ Srinivas Prasad
Date: October 16, 2026
Place: Bangalore 27DECLARATION BY SELLING SHAREHOLDER I, Narendra Kumar Kamaraju, hereby confirm, certify and declare that all statements, disclosures and undertakings specifically made, confirmed or undertaken by me in this Addendum about or in relation to me as a Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this Addendum.
_______________________________________ Narendra Kumar Kamaraju
Date: October 16, 2026
Place: Hyderabad 28DECLARATION BY SELLING SHAREHOLDER I, Ramachandra Venkatasubba Rao, hereby confirm, certify and declare that all statements, disclosures and undertakings specifically made, confirmed or undertaken by me in this Addendum about or in relation to me as a Selling Shareholder and my portion of the Offered Shares, are true and correct. I assume no responsibility, for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this Addendum.
_______________________________________ Ramachandra Venkatasubba Rao
Date: October 16, 2026
Place: Bangalore 29DECLARATION BY THE SELLING SHAREHOLDER We, AGS TS II Holdings Pte. Ltd., hereby declare that all statements specifically made or undertaken by us in this Addendum in relation to ourselves, as an Investor Promoter Selling Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, including, any of the statements, made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this Addendum.
_____________________________ Signed for and on behalf of AGS TS II Holdings Pte. Ltd.
Name: Abhishek Krishnan
Designation: Director
Date: October 16, 2026
Place: Singapore 30DECLARATION BY THE SELLING SHAREHOLDER We, RSP Real Estate LLP, hereby confirm that all statements and undertakings specifically made or confirmed or undertaken by us in this Addendum in relation to ourself, as an Other Selling Shareholder and our respective portion of the Offered Shares, are true and correct. We assume no responsibility, for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company, or any other Selling Shareholders or any other persons in this Addendum.
_____________________________ Signed for and on behalf of RSP Real Estate LLP
Name: Sreekanth Kallabandi
Designation: Authorised Signatory
Date: October 16, 2026
Place: Bengaluru 31