Wework India

Strong brand recognition and leadership in India and international presence.

Leadership in a rapidly growing market.

Backed by the Embassy Group, one of India`s top developers, and relationship with WeWork Global, a global flexible workspaces operator.

Presence in Grade A properties in top-tier micro markets and strong relationships with top developers.

One of the most extensive range of products and services in the industry.

Consistently growing high-quality, diverse and "sticky" member base.

Focus on premium pricing, capital efficiency, self-sufficient growth and robust balance sheet management driving financial performance.

Experienced leadership and management team.

Proceedings had been initiated by the Enforcement Directorate against our Promoter and Chairman, Jitendra Mohandas Virwani in 2014 under the Prevention of Money Laundering Act, 2002 and any adverse outcome in this proceeding may adversely impact our business, reputation, financial condition and results of operations.

Our Group Company, Embassy Office Parks Management Services Private Limited ("EOPMSPL") has received show cause notices under the Securities and Exchange Board of India Act, 1992 which may have adverse impact on our Company.

One of our Promoters has pledged their Equity Shares with a security trustee under our promoter borrowing arrangements. Any exercise by lenders of such pledges would dilute the shareholding of the Promoters which may adversely affect our business and the share price of the Equity Shares.

We will not receive any proceeds from the Offer for Sale portion.

We have incurred net losses, had negative Restated Earnings / (loss) per equity share - Basic and negative Restated Earnings / (Loss) per equity share - Diluted in the three months ended June 30, 2025, the three months ended June 30, 2024, Fiscals 2024 and 2023 and had net decrease in cash and cash equivalents in the three months ended June 30, 2025, the three months ended June 30, 2024 and Fiscal 2024, and may continue to do so in the future. If we are unable to generate and sustain increased revenues while managing our expenses to achieve profitability, our business, results of operations, cash flows and financial condition may be adversely impacted.

A downgrade in our credit rating could adversely affect our ability to raise capital in the future.

During the three months ended June 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, we derived Rs.3,050.21 million, Rs.2,804.61 million, Rs.11,811.66 million, Rs.10,039.02 million and Rs.8,127.18 million, comprising 66.25%, 70.02%, 70.04%, 68.80% and 71.04% of our Net Membership Fees, respectively from our Centres located in Bengaluru and Mumbai. Any adverse developments affecting such locations and Centres could have an adverse effect on our business, results of operations and financial condition.

Our Revenue from Operations increased by 26.67% from ?13,145.18 million in Fiscal 2023 to ?16,651.36 million in Fiscal 2024, and also increased by 17.06% from ?16,651.36 million in Fiscal 2024 to Rs.19,492.11 million in Fiscal 2025, and increased by 19.32% from Rs.4,486.51 million in the three months ended June 30, 2024 to Rs.5,353.10 million in the three months ended June 30, 2025. We may not be successful in managing our growth effectively. Our growth may be negatively impacted by macroeconomic factors, such as a global/domestic recession, reduction in purchasing power due to inflation and the emergence of alternative destinations.

We have entered into long-term fixed cost lease agreements with our landlords for an aggregate Leasable Area for Operational Centres of 7.35 million square feet across 60 of our 68 Operational Centres in eight cities, as at June 30, 2025. If we are unable to pay the lease rentals to our landlords, our landlords refuse to renew our lease agreements or our Centres suffer physical damage, our business, results of operations, cash flows and profitability may be adversely impacted.

Any disruptions to the operations of WeWork International Limited or any events that may cause adverse impacts on the WeWork Brand could have adverse impacts on our reputation, business, results of operations and financial condition.

A few landlords account for a significant percentage of our lease agreements. If there are disruptions in our relationships with such landlords, a substantial percentage of our lease agreements may be terminated thus adversely impacting our business and financial condition.

Our Company, Subsidiaries, Promoters, Group Companies, KMPs, SMPs and Directors are involved in outstanding legal proceedings and any adverse outcome in any of these proceedings may adversely impact our business, reputation, financial condition and results of operations.

If we fail to retain or attract members that utilise our Centres, our business and financial condition may be adversely impacted.

Negative publicity about us or the WeWork Brand may have adverse on our reputation, business, results of operations, financial condition and cash flows.

We had negative Net Worth in the past and may experience negative Net Worth in the future, and our Return on Net Worth has been not calculable in the past and may continue to be not calculable, or may be negative in the future, which could result in an adverse effect on our business, cash flows, financial condition and results of operations.

Our Statutory Auditors have reported qualifications in the Annexures forming part of Audit report, relating to the reporting on Internal Financial Controls under clause (i) of Sub-section 3 of section 143 of the Companies Act, 2013 for Fiscal 2023 and on the Companies (Auditor`s Report) Order 2020 for Fiscals 2025, 2024 and 2023. Further, there are modifications reported for certain matters specified in the Report on Other Legal and Regulatory Requirements relating to daily backup of books of account and audit trail for Fiscals 2025, 2024 and Fiscals 2023, as applicable. If such qualified opinions or qualifications are included in future audit reports or examination reports (if any), the trading price of the Equity Shares may be adversely affected.

For the three months ended June 30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, we derived 23.15%, 26.39%, 24.01%, 24.90% and 25.09% of our Net Membership Fees from our top 10 Clients. The loss of one or more of our top Clients could have an adverse effect on our business and results of operations.

Our financing agreements contain covenants that limit our flexibility in operating our business. We were not in compliance with certain covenants under certain of our financing agreements in the past and in case of breach of covenants in the future, such non-compliance, if not waived, may result in an event of default, accelerate the repayment of the debt and enforcement of security interests, leading to an adverse effect on our business, cash flows, financial condition and results of operations.

Several criminal proceedings have been initiated against our Independent Director, Manoj Kumar Kohli and the Company cannot assure the outcome or impact of these matters.

Any future refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could lead to an adverse effect on our business, cash flows, financial condition and results of operations.

We generated 40.59%, 38.42%, 39.91%, 35.56% and 33.81% of our Net Membership Fees for the three months ended June 30, 2025 and 2024, and for Fiscals 2025, 2024 and 2023, respectively, from Clients with over 300 desks across multiple Centres and cities. It may be difficult for us to find suitable replacements upon termination of agreements with such members, which could adversely affect our business, cash flows, results of operation and financial performance.

We generated 72.46%, 74.28%, 73.31%, 72.20% and 68.65% of our Net Membership Fees from members in the technology, finance, professional services, media and manufacturing industries in the three months ended June 30, 2025 and 2024, and in the Fiscals 2025, 2024 and 2023, respectively. Any adverse impact on such industries may impact our business, results of operations and financial condition.

The quality of services we deliver to our members at our Centres is critical to the success of our business. Any negative member experience may damage our brand image and thus our ability to attract or retain members and impact our growth and profitability. Further, our value-added services may not achieve desired growth and yield desired returns.

We face significant competitive pressures in our business. Our inability to compete effectively would be detrimental to our business and prospects for future growth.

We do not own the land and buildings in relation to any of our 68 Operational Centres as at June 30, 2025. Any defect in the title and ownership of such land and buildings may result in our Centres being shut down, require us to incur relocation costs and lead to the termination of our member agreements, which may adversely impact our results of operations and profitability.

Post the filing of the Draft Red Herring Prospectus, certain complaints have been made against our Company, some of our Promoters and some members of our Promoter Group by certain parties to, inter alia, SEBI, the BRLMs and the Registrar to the Offer, as applicable. Such complaints may adversely affect our reputation, business and would require us to incur expenditure in defending such legal claims. There is no assurance that there will not be further complaints against our Company, Promoters and members of our Promoter Group which might divert the time, attention and resources of our management.

Our business and revenue from operations depend on the performance of the commercial real estate market in India generally, and any fluctuations in market conditions may have an adverse impact on our financial condition.

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. Our Directors, Key Managerial Personnel and Senior Management may have interests in our Company in addition to their remuneration and reimbursement of expenses.

We enter into letters of intent with landlords for some of our Centres. There can be no assurance that letters of intent will culminate in leases. This may lead to legal disputes and a strain on our management`s time and resources, thus, adversely impacting our business, expansion plans, results of operations, cash flows and financial condition.

Our ability to maintain high Occupancy Rates is crucial to generating revenue. A decline in occupancy may adversely impact our business, cash flows, financial condition and results of operations.

In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, including due to any default on the part of our landowners, our business, cash flows and results of operations may be adversely affected.

The time and costs required to complete the refurbishment, fit-outs and development of a new Centre may be subject to substantial increases which may lead to delays in, or prevent the completion of our Centres.

Any failure of our software and information technology systems could adversely affect our business and operations.

Any actual or perceived cybersecurity or privacy breach could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.

Our Subsidiaries, WW Tech Solutions India Private Limited and Zoapi Innovations Private Limited have incurred losses and negative cash flows in the past. If our subsidiaries continue to incur losses and have negative cash flows, we may be required to provide financial support to them and our consolidated results of operations and financial condition could be adversely affected.

Our success depends on our ability to identify Grade A properties in Tier-1 cities in India and securing such Centres on commercially favourable rental terms. Any failure to do so could adversely affect our business, cash flows, results of operations and profitability.

Operational risks are inherent in our business as it includes rendering safe services to a high standard of quality at our Centres. A failure to manage such risks could have an adverse impact on our business, results of operations, cash flows and financial condition.

We have entered into and may continue to enter into related party transactions that may involve conflicts of interest, which could adversely impact our business.

Our operations entail certain fixed expenses such as fixed rental payouts and common area maintenance charges to our landlords, building repairs and maintenance, utilities costs, payroll expenses and other building operating costs. Our inability to reduce such costs during periods of low demand for flexible workspaces may have an adverse effect on our business, results of operations, cash flows and financial condition.

There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have an adverse effect on our Company`s business, financial condition, results of operation and cash flows.

We acquire a significant portion of our new members through our arrangements with property consultants. If these property consultants continue to gain market share compared to our direct booking channels or our competitors are able to negotiate more favourable terms with these property consultants, our business, cash flows and results of operations may be adversely affected.

We may be unable to successfully grow our business in new markets in India, which may harm our growth, business prospects, results of operations and financial condition.

Our Key Managerial Personnel, Senior Management and other qualified personnel are critical to our continued success and we may be unable to attract and retain such personnel in the future.

Any failure by us in the future to successfully integrate strategic acquisitions or investment opportunities into our existing operations and realise the anticipated benefits on time, or at all, could adversely affect our business, financial condition, cash flows, results of operations and prospects.

Our Registered and Corporate Office are operated on leased premises and our inability to renew such lease agreement may adversely affect our business, results of operations and financial condition.

We have not been able to obtain certain records of educational qualifications and past work experience of one of our Senior Management personnel, and have relied on certificates and affidavits furnished by them for such details of their profile, included in this Red Herring Prospectus.

The rental agreements with our landlords and certain of our agreements with our members are required to be stamped in accordance with the relevant state stamp duty legislation and registered under the Registration Act, 1908. Any failure to register and/or appropriately pay stamp duty on such agreements may affect our ability to enforce such agreements

We have substantial capital expenditure and if we are unable to recover our capital expenditure incurred, our results of operations, cash flows and financial condition could be adversely affected. In addition, we may require additional financing pursuant to our growth plan and to meet our working capital requirements. Continued increases in our working capital requirements or our inability to obtain financing at favourable terms, or at all may have a material adverse effect on our financial condition, results of operations and cash flows.

Our inability to collect receivables and defaults in payment by our members could adversely affect our business cash flows.

Compliance with, and changes in, environmental laws and regulations could adversely affect the development of our properties and our financial condition.

We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is inadequate, it may have an adverse effect on our business, financial condition and results of operations.

We depend on the timely availability of labour for our operations and our inability to control the cost of our labour force could adversely affect the operations.

We have certain contingent liabilities as per Ind AS - 37 - Contingent Liabilities that have not been provided for in our financial statements, which if they materialise, may adversely affect our financial condition.

We are potentially subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, all of which could adversely affect our business, prospects, financial condition, results of operations, and cash flows.

We may be unable to adequately protect our intellectual property rights and may be subject to intellectual property infringement claims, either of which may substantially harm its business.

We have used information from the CBRE Report and the AGR Benchmarking Study which have been commissioned and paid for by our Company for industry related data in this Red Herring Prospectus and any reliance on such information is subject to inherent risks.

Internal or external fraud or misconduct by our employees could adversely affect our reputation and our results of operations.

Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.

We track certain operational metrics and non-generally accepted accounting principles measures with internal systems and tools. Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.

The requirements of being a listed company may strain our resources which may have a material adverse impact on our operations.

If we fail to maintain an effective system of internal controls, we may not be able to successfully manage, or accurately report, our financial risks. Despite our internal control systems, we may be exposed to operational risks, including fraud, petty theft and embezzlement, which may adversely affect our reputation, business, financial condition, results of operations and cash flows.

Some of our Directors do not have prior experience of holding a directorship in a company listed on the Stock Exchanges which may subject us to adverse regulatory actions if we are not able to comply with applicable laws, resulting in an impact on the price of our Equity Shares.

We have issued specified securities during the preceding twelve months at a price which may be below the Offer Price.

Our ability to issue bonus of shares in the future will depend on a variety of factors, including but not limited to the Company`s financial performance, capital requirements, regulatory considerations, and overall business strategy.

Our Promoters have provided personal and corporate guarantees for certain borrowings obtained by our Company and any failure or default by our Company to repay such loans could trigger repayment obligations on our Promoters, which may impact their ability to effectively service their obligations and thereby, adversely impact our business and operations.

If we are classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our Equity Shares may be subject to adverse U.S. federal income tax consequences