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WeWork India Management Limited — Proxy Solicitation & Information Statement 2025
Dec 9, 2025
59398_rns_2025-12-09_9a845006-9737-4c13-9995-93a2f67263ec.pdf
Proxy Solicitation & Information Statement
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WEWORK INDIA MANAGEMENT LIMITED
(Formerly known as WeWork India Management Private Limited) Regd. Office: 6[th] Floor, Prestige Central, 36 Infantry Road Shivaji Nagar Bengaluru, Karnataka, 560001 Email: [email protected]; Website: https://wework.co.in/ Telephone no.: 080-37880881 CIN: L74999KA2016PLC093227
December 9, 2025 Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Dalal Street, Bandra (East), Mumbai – 400 051 Fort, Mumbai – 400 001
Symbol: WEWORK
Scrip Code: 544570
Dear Sir/ Madam,
Subject: Postal Ballot Notice
Pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Postal Ballot Notice (“Notice”) seeking approval of members of the Company, through remote e-voting, in respect of following special business:
| Sno. | Particulars | Type of Resolution |
|---|---|---|
| 1. | Ratification and Amendment of the WeWork India Management Limited 2018 Equity Incentive Plan |
Special Resolution |
| 2. | Ratification and Amendment of the WeWork India Management Limited 2021 Equity Incentive Plan |
Special Resolution |
| 3. | Alteration of Articles of Association of the Company | Special Resolution |
In accordance with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024, 03/2025 dated September 22, 2025, and/or any other circulars issued from time to time by the Ministry of Corporate Affairs, the Notice has been sent today i.e., Tuesday, December 9, 2025, only in electronic form to those members whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories/RTA as on Friday, December 5, 2025 (“Cut-Off Date”) and whose e- mail address are registered with the Company/ Registrar and Transfer Agent (‘RTA’)/ Depositories. Accordingly, physical copies of the Notice are not being dispatched. The communication of the assent or dissent of the Members shall take place only through remote e-voting.
The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for providing remote e-voting facility to its members. The instructions for remote e-voting are appended to the notice.
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WEWORK INDIA MANAGEMENT LIMITED (Formerly known as WeWork India Management Private Limited) Regd. Office: 6[th] Floor, Prestige Central, 36 Infantry Road Shivaji Nagar Bengaluru, Karnataka, 560001 Email: [email protected]; Website: https://wework.co.in/ Telephone no.: 080-37880881 CIN: L74999KA2016PLC093227
The remote e-voting shall commence on Wednesday, December 10, 2025, at 09:00 a.m. (IST) and shall conclude on Thursday, January 8, 2026, at 05:00 p.m. (IST). During this period, Members of the Company holding shares as on Cut-Off Date are eligible to cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
Members may download the Notice along with explanatory statement from the Company’s website at https://wework.co.in/investors-relations/general-meetings/#notices or from NSDL’s website at https://www.evoting.nsdl.com/.
Members who have not yet registered their email address are requested to register the same with their respective Depository Participant(s) in respect of shares held in dematerialised form. For any queries relating to KYC updates, members may reach out to the Company’s Registrar and Transfer Agent (“RTA”) at [email protected].
You are requested to kindly take the above information on record.
Yours faithfully,
For WeWork India Management Limited
UDAYAN Digitally signed by UDAYAN SHUKLA SHUKLA Date: 2025.12.09 17:01:25 +05'30'
Udayan Shukla
Company Secretary & Compliance Officer Membership No.: F11744
Encl.: Postal Ballot Notice
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WEWORK INDIA MANAGEMENT LIMITED
(Formerly known as WeWork India Management Private Limited) Regd. Office: 6[th] Floor, Prestige Central, 36 Infantry Road Shivaji Nagar Bengaluru, Karnataka, 560001 Email: [email protected]; Website: https://wework.co.in/ Telephone no.: 080-37880881 CIN: L74999KA2016PLC093227
POSTAL BALLOT NOTICE
[Pursuant to Sections 110 and 108 of the Companies Act, 2013 read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014]
| Cut – Of Date | E-Voting Commences on | E-Voting concludes on |
|---|---|---|
| Friday, December 5, 2025 | Wednesday, December 10, 2025,at 09:00 a.m.(IST) |
Thursday, January 8, 2026, at 05:00p.m.(IST) |
Dear Member(s),
NOTICE is hereby given that pursuant to the provisions of Sections 110, 108 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Rules 22 and 20 of the Companies (Management and Administration) Rules, 2014 (the ‘Rules’), Secretarial Standard on General Meetings (the ‘SS-2’) issued by the Institute of Company Secretaries of India, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘ SEBI Listing Regulations’) including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 03/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024, 03/2025 dated September 22, 2025, and/or any other circulars issued from time to time by the MCA (collectively referred to as the ‘ MCA Circulars ’), and any other applicable circulars, laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), to transact the special business as set out hereunder by passing resolutions through postal ballot by way of remote e-voting.
Pursuant to Section 102 and other applicable provisions of the Act, the explanatory statement pertaining to the said resolutions setting out the material facts and the reasons/rationale thereof is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.
In line with the MCA Circulars, the Postal Ballot Notice along with the instructions for remote e-voting is being sent only through electronic mode to those Members whose email address are registered with the Company/ Registrar and Transfer Agent (‘RTA’) /
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Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and postage prepaid self-addressed envelopes are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through remote e-voting.
In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules framed thereunder, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-voting facility to its members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company https://wework.co.in/.
The remote e-voting shall commence on Wednesday, December 10, 2025, at 09:00 a.m. (IST) and shall conclude on Thursday, January 8, 2026, at 05:00 p.m. (IST). During this period, Members of the Company holding shares as on Friday, December 5, 2025 (‘Cut-Off Date’) are eligible to cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
The Board of Directors of the Company at its meeting held on Tuesday, December 9, 2025, has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary (Membership No. F4831 and COP No. 12704), as the Scrutinizer to scrutinize the postal ballot by way of remote e-voting in a fair and transparent manner.
Special Business:
1. Ratification and Amendment of the WeWork India Management Limited 2018 Equity Incentive Plan
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the provisions of Regulation 12 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, read with the circulars issued thereunder (“SEBI SBEB Regulations”), Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time read with the circulars issued thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”), the provisions of Foreign Exchange Management Act, 1999, and rules and regulations framed thereunder and any rules, circulars, notifications, guidelines and regulations issued by the Reserve Bank of India and any other applicable laws for the being in force for the employees residing out of India, the relevant provisions of the Memorandum of Association and Articles of Association of WeWork India Management Limited (“the Company”), and subject to any applicable approval(s), permission(s) and sanction(s) of
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any authorities and further subject to any condition(s) and modification(s) as may be prescribed or imposed by such authorities while granting such approval(s), permission(s) and sanction(s), the consent of the shareholders of the Company be and is hereby accorded for the ratification of ‘WeWork India Management Limited 2018 Equity Incentive Plan (EIP 2018)’ as aligned with the provisions of SEBI SBEB Regulations, which was originally approved by the shareholders of the Company vide resolution dated January 8, 2018 and further amended on January 14, 2025, prior to initial public offer, and which has since been updated to incorporate certain amendments for the purposes of enhancing clarity, simplifying language, and ensuring alignment with applicable regulatory requirements, without altering the substantive rights or entitlements of existing option holders, the salient features whereof are furnished in the explanatory statement to this notice, and authorizing the Board of Directors of the Company ( hereinafter referred to as the “ Board ” which term shall be deemed to include any committee, including the Nomination and Remuneration Committee which the Board has constituted under Regulation 19 of the SEBI Listing Regulations to exercise its powers, including the powers, conferred by this resolution ) to create, offer and grant from time to time, in one or more tranches, not exceeding 65,94,660 (Sixty-Five Lakh Ninety Four Thousand Six Hundred and Sixty) employee stock options (“Options”) to such employees working exclusively with the Company, whether in India or outside India, including any director, whether whole-time or not (excluding the employees/directors who are promoters and persons belonging to the promoter group, independent director and director holding directly or indirectly more than 10% (ten percent) of the outstanding equity shares of the Company) subject to their eligibility as may be determined under EIP 2018, exercisable into not more than 65,94,660 (Sixty-Five Lakh Ninety-Four Thousand Six Hundred and Sixty) shares of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up, where one Option would convert into one equity share upon exercise, on such terms and in such manner, in accordance with the provisions of the applicable laws and the EIP 2018.
RESOLVED FURTHER THAT pursuant to Regulation 7 of the SEBI SBEB Regulations, and in continuation of the consent already accorded by the shareholders of the Company by way of special resolution(s), adoption of the amendments to EIP 2018, as more particularly described in the explanatory statement annexed to this Notice, be and is hereby approved, without altering the substantive rights or entitlements of existing Option holders.
RESOLVED FURTHER THAT EIP 2018 shall be administered by the Nomination and Remuneration Committee which shall have all necessary powers as defined in the EIP 2018 and is hereby designated as the Compensation Committee in pursuance of the SEBI SBEB Regulations for the purpose of administration and superintendence of EIP 2018.
RESOLVED FURTHER THAT the equity shares so issued and allotted as mentioned hereinbefore shall rank pari passu with the then existing equity shares of the Company for all purposes and in all respects.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger and sale of division, split, change in capital structure of the Company and others, requisite adjustments (which may include adjustments to the number of options in
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the Plan) shall be appropriately made by the Board, in a fair and reasonable manner in accordance with the EIP 2018.
RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of shares to be allotted and the price of acquisition payable by the eligible employees under the EIP 2018 shall automatically stand reduced or augmented, as the case may be, in the same proportion as the face value per equity share shall bear to the revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said eligible employees.
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the EIP 2018.
RESOLVED FURTHER THAT the Board, be and is hereby authorized to take requisite steps for listing of the equity shares to be allotted under the EIP 2018 on the stock exchange(s) where the equity shares of the Company are listed in due compliance with SEBI SBEB Regulations and other applicable laws.
RESOLVED FURTHER THAT the Board, be and is hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate the EIP 2018 subject to the compliance with the applicable laws and regulations and further subject to consent of the shareholders by way of special resolution to the extent required under SEBI SBEB Regulations, and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the EIP 2018 and do all other things incidental and ancillary thereof in conformity with the provisions of the applicable laws in force to give effect to this resolution.
RESOLVED FURTHER THAT for the purpose of giving effect to the forgoing, the Board be and is hereby authorized to act on behalf of the Company, without being required to specifically seek any further consent or approval of the shareholders of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution and to do all such acts, deeds, matters and things as the Board may at its discretion deem necessary or desirable for such purpose, including without limitation the drafting, finalization, entering into and execution of any arrangements or agreements and to delegate its authority under this resolution to any committee or personnel of the Company as the Board may deem fit.”
2. Ratification and Amendment of the WeWork India Management Limited 2021 Equity Incentive Plan
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
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“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the provisions of Regulation 12 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, read with the circulars issued thereunder (“SEBI SBEB Regulations”), Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time read with the circulars issued thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”), the provisions of Foreign Exchange Management Act, 1999, and rules and regulations framed thereunder and any rules, circulars, notifications, guidelines and regulations issued by the Reserve Bank of India and any other applicable laws for the time being in force for the employees residing out of India, the relevant provisions of the Memorandum of Association and Articles of Association of WeWork India Management Limited (“the Company”), and subject to any applicable approval(s), permission(s) and sanction(s) of any authorities and further subject to any condition(s) and modification(s) as may be prescribed or imposed by such authorities while granting such approval(s), permission(s) and sanction(s), the consent of the shareholders of the Company be and is hereby accorded for the ratification of ‘WeWork India Management Limited 2021 Equity Incentive Plan (EIP 2021)’ as aligned with the provisions of SEBI SBEB Regulations, which was originally approved by the shareholders of the Company vide resolution dated March 19, 2021 and further amended on January 14, 2025 , prior to initial public offer, and which has since been updated to incorporate certain amendments for the purposes of enhancing clarity, simplifying language, and ensuring alignment with applicable regulatory requirements, without altering the substantive rights or entitlements of existing option holders, the salient features whereof are furnished in the explanatory statement to this notice, and authorizing the Board of Directors of the Company ( hereinafter referred to as the “ Board ” which term shall be deemed to include any committee, including the Nomination and Remuneration Committee which the Board has constituted under Regulation 19 of the SEBI Listing Regulations to exercise its powers, including the powers, conferred by this resolution ) to create, offer and grant from time to time, in one or more tranches, not exceeding 4,59,195 (Four Lakh Fifty-Nine Thousand One Hundred Ninety-Five) employee stock options (“Options”) to such employees working exclusively with the Company, whether in India or outside India, including any director, whether whole-time or not (excluding the employees/directors who are promoters and persons belonging to the promoter group, independent director and director holding directly or indirectly more than 10% (ten percent) of the outstanding equity shares of the Company) subject to their eligibility as may be determined under EIP 2021, exercisable into not more than 4,59,195 (Four Lakh Fifty-Nine Thousand One Hundred Ninety-Five) shares of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up, where one Option would convert into one equity share upon exercise, on such terms and in such manner, in accordance with the provisions of the applicable laws and the EIP 2021.
RESOLVED FURTHER THAT pursuant to Regulation 7 of the SEBI SBEB Regulations, and in continuation of the consent already accorded by the shareholders of the Company by way of special resolution(s), adoption of the amendments to EIP 2021, as more
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particularly described in the explanatory statement annexed to this Notice, be and is hereby approved, without altering the substantive rights or entitlements of existing Option holders.
RESOLVED FURTHER THAT the EIP 2021 shall be administered by the Nomination and Remuneration Committee which shall have all necessary powers as defined in the EIP 2021 and is hereby designated as the Compensation Committee in pursuance of the SEBI SBEB Regulations for the purpose of administration and superintendence of the EIP 2021.
RESOLVED FURTHER THAT the equity shares so issued and allotted as mentioned hereinbefore shall rank pari passu with the then existing equity shares of the Company for all purposes and in all respects.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger and sale of division, split, change in capital structure of the Company and others, requisite adjustments (which may include adjustments to the number of options in the Plan) shall be appropriately made by the Board, in a fair and reasonable manner in accordance with the EIP 2021.
RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of shares to be allotted and the price of acquisition payable by the eligible employees under the EIP 2021 shall automatically stand reduced or augmented, as the case may be, in the same proportion as the face value per equity share shall bear to the revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the said eligible employees.
RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable to the EIP 2021.
RESOLVED FURTHER THAT the Board, be and is hereby authorized to take requisite steps for listing of the equity shares to be allotted under the EIP 2021 on the stock exchange(s) where the equity shares of the Company are listed in due compliance with SEBI SBEB Regulations and other applicable laws.
RESOLVED FURTHER THAT the Board, be and is hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate the EIP 2021 subject to the compliance with the applicable laws and regulations and further subject to consent of the shareholders by way of special resolution to the extent required under SEBI SBEB Regulations, and to do all such acts, deeds, matters and things as it may deem fit at its absolute discretion, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to execute all such documents, writings and to give such directions and or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension or termination of the EIP 2021 and do all other things incidental and ancillary thereof in conformity with the provisions of the applicable laws in force to give effect to this resolution.
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RESOLVED FURTHER THAT for the purpose of giving effect to the forgoing, the Board be and is hereby authorized to act on behalf of the Company, without being required to specifically seek any further consent or approval of the shareholders of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution and to do all such acts, deeds, matters and things as the Board may at its discretion deem necessary or desirable for such purpose, including without limitation the drafting, finalization, entering into and execution of any arrangements or agreements and to delegate its authority under this resolution to any committee or personnel of the Company as the Board may deem fit.”
3. Alteration of Articles of Association of the Company
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to Section 14 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company be and are hereby altered by amending the existing Article 130 and inserting a new Article 130A, as set out below:
“130. The Company may agree with any financial institution or any authority or person or State Government, or any shareholder pursuant to any agreement or arrangement entered into with such shareholder, that in consideration of any loan or financial assistance of any kind whatsoever rendered to the Company, or in accordance with the terms of such agreement or arrangement, it shall, till such time as the loan or financial assistance is outstanding or the terms and conditions of such agreement or arrangement continue to remain in force, have power to nominate one or more Directors on the Board of the Company and from time to time remove and reappoint such Directors and to fill in any vacancy caused by the death or resignation of such Directors otherwise ceasing to hold office. Such Nominee Directors shall not be required to hold any qualification shares.”
“130A. Notwithstanding anything contained in these Articles, 1 Ariel Way Tenant Limited (“ GlobalCo ”, which expression shall be deemed to mean and include its successors and permitted assigns), for so long as it holds such number of Equity Shares of the Company aggregating to at least ten per cent (10%) of the paid-up equity share capital of the Company, shall have the right to nominate one (1) Non-Executive Director to the Board of the Company (the “GlobalCo Nominee Director”).
Upon receipt of a written notice from GlobalCo nominating any person as the GlobalCo Nominee Director, the Board shall, in accordance with the provisions of the Act, these Articles and applicable laws, take all necessary steps to appoint such person as a Director, including appointing such person as a Nominee Director and placing such nomination before the shareholders for approval at the next General Meeting or within a time period of three months from the date of appointment, whichever is earlier.
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GlobalCo shall be entitled, at any time and from time to time, to remove or replace the GlobalCo Nominee Director and to nominate another individual in his or her place, and the Board shall, subject to applicable laws, take all necessary steps to give effect to such removal and replacement.
If and when GlobalCo ceases to hold such number of Equity Shares aggregating to at least ten per cent (10%) of the paid-up equity share capital of the Company, the rights of GlobalCo under this Article shall automatically and immediately cease, and the GlobalCo Nominee Director shall, subject to applicable laws, be deemed to have vacated office with effect from such date without requiring any amendment to these Articles or any further action by the Company.”
RESOLVED FURTHER THAT pursuant to Regulation 31B and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, approval of the members of the Company be and is hereby accorded to give effect to the nomination rights of GlobalCo as specified above and as provided in the Articles of Association of the Company.
RESOLVED FURTHER THAT the Board of Directors of the Company, (including its committees thereof) and/or any person authorised by the Board, be and is hereby severally authorised to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms or submission of documents with any authority or accepting any modifications to the clauses as required by such authorities, for the purpose of giving effect to this resolution and for matters connected therewith, or incidental thereto.”
By Order of the Board For WeWork India Management Limited (Formerly known as WeWork India Management Private Limited)
Udayan Shukla Company Secretary and Compliance Officer Membership No.: F11744
Date: December 9, 2025 Place: Bengaluru Registered Office: 6[th] Floor, Prestige Central 36 Infantry Road, Shivaji Nagar, Bengaluru Karnataka, 560 001 CIN: L74999KA2016PLC093227 Website: https://wework.co.in/ Email: [email protected] Telephone: 080-37880881
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Notes:
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The relevant Explanatory Statement pursuant to the provisions of Section 102 and other applicable provisions of the Act, each as amended, setting out the material facts relating to the aforesaid resolutions and the reasons thereof, is annexed hereto and forms part of this Notice.
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In line with the MCA Circulars, the Notice is being sent only through electronic mode to those members whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories/RTA as at Friday, December 5, 2025 (‘Cut-Off Date’) and whose e-mail address are registered with the Company/ Registrar and Transfer Agent (‘RTA’) / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and postage prepaid self-addressed Envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through remote e-voting.
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In accordance with the MCA Circulars, members can only vote through remote e-voting. Accordingly, only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by way of remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. The voting rights shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.
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Resolutions passed by the members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.
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In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is offering remote e-voting facility to seek approval of the Members of the Company for the resolutions contained in this Notice. For this purpose, the Company has engaged the services of NSDL to facilitate remote e-voting to enable the Members to cast their vote electronically. The detailed procedure with respect to remote e-voting is mentioned in note no. 14 of this Notice.
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The remote e-voting shall commence on Wednesday, December 10, 2025, at 09:00 a.m. (IST) and shall end on Thursday, January 8, 2026, at 05:00 p.m. (IST). During this period, Members of the Company holding shares as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.
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The voting rights in this Postal Ballot cannot be exercised through proxy.
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The relevant documents referred to in this Notice and Explanatory Statement shall be available for inspection electronically by the Members until 05:00 p.m. (IST) of the last date of remote e-voting of this Postal Ballot i.e. Thursday, January 8, 2026. Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement
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may send their requests to [email protected] from their registered e-mail address mentioning their names, folio numbers/DP ID and Client ID.
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The Board of Directors of the Company at its meeting held on Tuesday, December 9, 2025, has appointed Mr. Umesh P. Maskeri, Practicing Company Secretary (Membership No. F4831 and COP No. 12704), as Scrutinizer for conducting the postal ballot process through remote e-voting in a fair and transparent manner.
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After completion of the scrutiny of the electronic votes, the Scrutinizer shall submit his report to the Chairman of the Company. The results of the Postal Ballot along with Scrutinizer’s Report will be announced within two (2) working days of conclusion of Postal Ballot through remote e-voting. The said results would be displayed at the Registered Office of the Company and on its website at https://www.wework.co.in/ and simultaneously submitted to National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’). The results will also be available on the website of NSDL. The Scrutinizer’s decision on the validity of votes cast will be final.
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The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for remote e-voting i.e. Thursday, January 8, 2026.
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Members who have not yet registered their email address are requested to register the same with their respective Depository Participant(s) in respect of shares held in dematerialised form. For any queries relating to KYC updates, members may reach out to the Company’s Registrar and Transfer Agent (“RTA”) at [email protected].
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This Notice is also available on the website of the Company at - -
https://wework.co.in/investors relations/general meetings/#notices, website of the NSDL at www.evoting.nsdl.com, website of NSE at www.nseindia.com and website of BSE at www.bseindia.com.
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Instructions for remote e-voting and general guidelines:
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Step 1 : Access to NSDL e-voting system.
Step 2 : Cast your vote electronically on NSDL e-Voting system.
Details on Step 1 are as follows:
- A. Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.
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Login method for Individual shareholders holding securities in demat mode is given below:
| ogin method for elow: |
Individual shareholders holding securities in demat mode is give |
|---|---|
| Type of shareholders |
Login Method |
| Individual Shareholders holding securities in demat mode with NSDL |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotingl ogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 3. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on companyname ore-Voting serviceprovider i.e. NSDL |
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and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
- Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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Individual 1) Users who have opted for CDSL Easi / Easiest facility, can Shareholders login through their existing user id and password. holding Option will be made available to reach e-Voting page securities in without any further authentication. The users to login Easi demat mode / Easiest are requested to visit CDSL website with CDSL www.cdslindia.com and click on login icon & New System MyEasi Tab and then user your existing MyEasi username & password.
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2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
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3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System MyEasi Tab and then click on registration option.
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4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from an e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
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| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
|---|---|
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800-21-09911 |
- B. Login method for Members other than Individual Members holding securities in demat mode and shareholders holding securities in physical mode
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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4. Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL |
8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL |
16 Digit Benefciary ID For example, if your Benefciary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form |
EVEN Number followed by Folio Number registered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
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- (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**
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If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
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a) Click on “ Forgot User Details/Password ?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
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b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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After you click on the “Login” button, Home page of e-Voting will open.
Details on Step 2 are as follows:
How to cast your vote electronically on NSDL e-Voting system:
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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General Guidelines for shareholders:
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries/ grievances, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Mr. Falguni Chakraborty, Assistant Manager, at [email protected].
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In case of any other queries, Members can contact: M/s. MUFG Intime India Private Limited (Formerly Link Intime India Private Limited), C 101, Embassy 247, L B S Marg, Vikhroli (West), Mumbai - 400 083, Contact No: +91 8108116767, Email: [email protected].
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice :
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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- In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
By Order of the Board For WeWork India Management Limited (Formerly known as WeWork India Management Private Limited)
Udayan Shukla Company Secretary and Compliance Officer Membership No.: F11744
Date: December 9, 2025 Place: Bengaluru Registered Office: 6[th] Floor, Prestige Central 36 Infantry Road, Shivaji Nagar, Bengaluru Karnataka, 560 001 CIN: L74999KA2016PLC093227 Website: https://wework.co.in/ Email: [email protected] Telephone: 080-37880881
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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No. 1: Ratification and Amendment of the WeWork India Management Limited 2018 Equity Incentive Plan
Prior to the Initial Public Offering (“IPO”), WeWork India Management Limited (“the Company”) had implemented an employee stock option plan titled “WeWork India Management Limited 2018 Equity Incentive Plan” (“EIP 2018”). EIP 2018 was designed to offer employees a long-term wealth creation opportunity, align their interests with the Company’s strategic goals, attract top industry talent, and recognize and reward individuals who consistently demonstrated exceptional performance. This initiative is aimed to foster continued excellence and dedication among employees. EIP 2018 was duly approved by the members of the Company through a resolution passed on January 8, 2018, and further amended on January 14, 2025, prior to the initial public offer.
Subsequently, the Company successfully completed its IPO and listed its equity shares on October 10, 2025, on BSE Limited and the National Stock Exchange of India Limited. As of now, the total number of employee stock options (“Options”) under the EIP 2018 stands at 65,94,660 (Sixty-Five Lakh Ninety-Four Thousand Six Hundred and Sixty).
In terms of Regulation 12 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”), any fresh grant of Options post listing can be made under EIP 2018 only in compliance with the SEBI SBEB Regulations and post ratification of same by the members of the Company.
In addition to seeking ratification, the Company proposes to alter certain provisions of EIP 2018 to enhance clarity, simplify language, and ensure alignment with evolving regulatory requirements, without altering its core objectives or affecting the rights of existing grantees. Specifically, the amendments include:
| Clause reference (Amended) |
Existing clause | Proposed amended clause |
|---|---|---|
| Clause 3.1 | Subject to the provisions of Clause 8 of the Plan, the maximum aggregate number of Shares that may be awarded under this Plan and all other plans issued in the past shall at all times be not more than 5% of the equity share capital of the Company on a fully diluted basis. Currently, the ESOP Pool has 70,53,855 options, subject to any adjustment,in compliance with |
The shareholders of the Company, by way of special resolution have authorized the Committee to Grant not exceeding 65,94,660 (Sixty-Five Lakh Ninety-Four Thousand Six Hundred and Sixty) Options (“Option Pool”) to the Option Grantees in one or more tranches, from time to time, which in aggregate exercisable into not more than 65,94,660 (Sixty-Five Lakh Ninety-Four Thousand Six Hundred and Sixty) Shares of face value of₹10/-(Rupees Ten Only) |
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| the applicable laws for permitted corporate actions such as bonus issue, sub-division of shares, merger, etc. |
each, fully paid up, with each such Option conferring a right upon the Option Grantee to apply for 1 (one) Share of the Company in accordance with the terms and conditions as may be decided by the Committee in accordance with the provisions of this EIP 2018 and in due compliance with applicable laws. |
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|---|---|---|
| Clause 7.1 | The Committee shall have the authority to decide the Vesting Period of Grant; provided, however, that the minimum Vesting Period shall be not less than 12 (twelve) months from the date ofgrant. |
The Options granted under the EIP 2018 would Vest not earlier than the minimum Vesting Period of 1 (One) year and not later than maximum Vesting Period of 5 (fve) years from the date of Grant. |
These alterations and amendments are intended to improve stakeholder understanding and facilitate smoother implementation of EIP 2018, without altering its core objectives or affecting the rights of existing grantees. Further the proposed amendments shall not be detrimental to the interest of the Option grantees under EIP 2018.
The said proposal of ratification and amendments in EIP 2018 was already approved by the Nomination and Remuneration Committee (“ Committee ”) and the Board of Directors (“ Board ”) of the Company at their respective meetings held on December 9, 2025 , subject to your approval.
The beneficiaries of the proposed variation are all existing Option grantees and such other Option grantees to whom Options may be granted in the future under EIP 2018.
Features of the EIP 2018 in terms of SEBI SBEB Regulations and other applicable provisions are given as under:
a. Brief description of the Scheme:
The Company strongly believes that an equity component in the compensation goes a long way in aligning the objectives of an individual with those of the organization. The underlying philosophy of EIP 2018 is to enable the employees of the Company, present and future, to share the wealth that they help to create for the organization over a certain period. Also, primary objective of the scheme is to offer long-term wealth creation opportunities to the employees, aligning the interests of employees with the long-term goals of the Company, to attract top talent in the industry and to give recognition and reward for employees who have consistently delivered exceptional performance, thereby encouraging continued excellence and dedication.
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b. Total number of Options to be offered and granted:
The total number of Options available for grant under EIP 2018, shall, in aggregate, not exceed 65,94,660 (Sixty-Five Lakh Ninety-Four Thousand Six Hundred and Sixty) Options. Each Option when exercised would be converted into one equity share of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up. The Committee shall have the right to decide the number of Options to be granted and the maximum number of Options that can be granted to an employee within this ceiling.
As on date, the position of the Option Pool is as under:
| Particulars | No. of Options | % of Option Pool |
|---|---|---|
| Total Option Pool | 65,94,660 | 100.00% |
| Options already granted and outstanding | 61,27,712 | 92.92% |
| Options available for futuregrant(s) | 4,66,888 | 7.08% |
Further, if an Option expires, lapses, is cancelled or becomes un-exercisable due to any reason, it shall be brought back to the Option Pool and shall become available for future Grants, subject to compliance with the applicable laws.
In case of any corporate action(s) including but not limited to rights issues, bonus issues, merger and sale of division and others, a fair and reasonable adjustment needs to be made to the Options granted. Accordingly, if any additional equity shares are issued by the Company to the eligible employees to make such fair and reasonable adjustment, the ceiling of equity shares as stated above shall be deemed to be increased to the extent of such additional equity shares issued. The Committee shall determine the nature, manner and the extent of the adjustment to be made because of any corporate action, consolidation etc.
c. Identification of classes of employees entitled to participate and be beneficiaries in the Scheme:
The following class of employees are entitled to participate in the EIP 2018:
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i. an employee as designated by the Company, who is exclusively working in India or outside India, or
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ii. a director of the Company, whether a whole-time director or not, including a non-executive director, who is not a promoter or member of the promoter group;
but excludes-
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i. an employee who is a promoter or a person belonging to the promoter group;
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ii. a director who, either by himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company; or
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iii. an independent director.
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d. Requirements of Vesting and period of Vesting:
Any Option granted under the EIP 2018 shall vest not earlier than the minimum vesting period of 1 (one) year and not later than the maximum vesting period of 5 (five) years from the date of grant as may be determined by the Committee.
In the event of death or permanent incapacity of an employee, the minimum vesting period of one year shall not be applicable and in such instances, all the unvested Options shall vest with effect from date of the death or permanent incapacity.
Vesting of Option would be subject to continued employment with the Company on the date of vesting and the Option Grantee shall not be subject to any disciplinary proceedings pending against him on such date of Vesting.
In addition to this, the Committee shall have the power to prescribe achievement of performance condition(s)/target(s) being corporate or individual or otherwise with a predefined threshold for vesting and along with their respective weightages, as deemed appropriate for each option grantee, as specified in the grant letter, subject to satisfaction of which the Options would vest.
Performance criteria would be a combination of one or more of the following, or any additional relevant metric, as determined by the Committee:
1. Corporate performance :
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i) Revenue from Operations,
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ii) Earnings before interest, taxation, depreciation and amortization (EBITDA),
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iii) Business unit / function performance, and
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iv) Other conditions, whether financial or non-financial, as may be determined by the Committee to support the Company’s sustained growth.
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Individual performance as determined by the Company’s annual appraisal process.
e. Maximum period within which the options shall be vested:
Any Option granted under the EIP 2018 shall be subject to a maximum vesting period of 5 (five) years from the date of grant of Options.
The Committee subject to minimum and maximum ceiling of vesting period shall have the power to prescribe the vesting schedule for a particular grant.
f. Exercise price or pricing formula:
The exercise price per Option shall be determined by the Committee at the time of grant and shall not be less than the face value of the share as on date of grant of such Option.
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The specific exercise price shall be intimated to the option grantee in the grant letter at the time of grant.
g. Exercise period and the process of exercise:
The exercise period for vested Options shall be a maximum of 10 (ten) years commencing from the date of grant of Options, or such other shorter period as may be prescribed by the Committee at time of grant.
The Options shall be deemed to have been exercised when an employee makes an application in writing to the Company or by any other means as decided by the Committee, for the issue of shares against the Options vested in him, provided that such application is made strictly within the exercise period prescribed by the Committee subject to payment of exercise price and compliance of other requisite conditions of exercise. The Options shall lapse if not exercised within the exercise period as specified under EIP 2018.
h. The appraisal process for determining the eligibility of employees for the Scheme:
The appraisal process for determining the eligibility of the employees for grant of Options shall be decided from time to time by the Committee. The broad criteria for review and selection may include parameters like designation /grade, minimum tenure with the Company, past performance (including corporate, business and/or individual contribution), or such other factors as determined by the Committee. However, for new joiners, the broad criteria for appraisal and selection shall be basis prior work experience, applicable skills, designated job role or such other factors as determined by the Committee.
i. Maximum number of options to be issued per employee and in aggregate:
The maximum number of Options that may be granted to an Option Grantee under the EIP 2018 per grant and per year shall vary depending upon the designation and the appraisal/assessment process. However, the aggregate number of Options granted to such option grantee in any year and in aggregate shall not exceed 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of Options unless a prior approval of shareholders by way of special resolution has been obtained.
j.
Maximum quantum of benefits to be provided per employee under the Scheme:
The employees will be entitled to the shares of the Company on exercise of Options as per the terms provided under the EIP 2018.
The maximum quantum of benefits underlying the Options granted to an eligible employee shall be equal to the appreciation in the value of the Company's equity shares determined as on the date of exercise of Options, on the basis of difference
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between the Option exercise price and the market price of the equity shares on the exercise date.
Apart from above, no other monetary benefits are contemplated under the Plan.
- k. Whether the scheme(s) is to be implemented and administered directly by the company or through a trust:
EIP 2018 shall be implemented and administered directly by the Company.
l. Whether the scheme(s) involves new issue of shares by the company or secondary acquisition by the trust or both:
EIP 2018 contemplates the issue of fresh equity shares by the Company.
- m. Amount of loan to be provided for implementation of the Scheme by the Company to the trust, its tenure, utilization, repayment terms, etc.:
Not currently contemplated under EIP 2018 as the same being implemented and administered directly by the Company.
- n. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme:
Not currently contemplated under EIP 2018 as the same being implemented and administered directly by the Company.
- o. A statement to the effect that the company shall conform to the accounting policies specified in Regulation 15:
The Company shall follow the requirements including the disclosure requirements under IND AS 102 on Share-based payments and/ or any relevant accounting standards as may be prescribed by the Central Government in terms of Section 133 of the Companies Act 2013, or any other appropriate authority, from time to time, including any guidance note on accounting for employee share-based payments issued in that regard from time to time and the disclosure requirements prescribed therein, in compliance with relevant provisions of Regulation 15 of SEBI SBEB Regulations.
p. The method which the Company shall use to value its Options:
The Company shall adopt ‘fair value method’ for valuation of Options as prescribed under IND AS 102 on share-based payments or any accounting standard/ guidance note, as applicable, notified by competent authorities from time to time.
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q. Declaration:
In Case, the Company opts for expensing of share-based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Options and the impact of this difference on profits and on Earning Per Share (EPS) of the Company shall also be disclosed in the Directors’ Report. Currently, this statement is not applicable as the Company shall adopt ‘fair value method’ for valuation of Options as prescribed under IND AS 102.
r. Period of lock-in:
The equity shares issued pursuant to exercise of vested Options shall not be subject to any lock-in period restriction in general. However, usual restrictions as may be prescribed under applicable laws including that under the code of conduct framed by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015, as amended, shall apply.
- s. Terms & conditions for buyback, if any, of specified securities covered under these regulations:
Subject to the provisions of the prevailing applicable law, the Board shall determine the procedure for buy-back of the specified securities/ Options granted under the EIP 2018 if to be undertaken at any time by the Company and the applicable terms and conditions thereof.
t. The conditions under which Option vested in employees may lapse e.g. in case of termination of employment for misconduct:
If an Employee’s employment with the Company terminates due to misconduct, then the Options, whether vested or unvested, will lapse on the date of such termination of employment.
- u. The specified period within which the employee shall exercise the vested Options in the event of a proposed termination of employment or resignation of employee:
In the event of resignation or termination (other than due to misconduct), all vested Options as on the last working date of the employee shall be exercisable within a period of three (3) months from the last working date or such other period as may be determined by the Committee.
In terms of the applicable provisions of the Act, read with the rules made thereunder and Regulation 7, Regulation 12 and other applicable provisions of the SEBI SBEB Regulations, the ratification and amendment of the EIP 2018, together with the grant of Options to the employees of the Company, require the approval of the shareholders by way of a special resolution.
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None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way, financially or otherwise, concerned or interested in the resolution, except to the extent of their shareholding in the Company or the extent of Options that have been or to be granted to them in accordance with the applicable laws.
The copies of the related documents will be open for inspection by the members of the Company at the registered office of the Company on all working days, during business hours up to the last date of remote e-voting.
The Board recommends the proposed resolution for the approval of the Members by way of a Special Resolution, as set out at Item No. 1 of the Notice.
Item No. 2: Ratification and Amendment of the WeWork India Management Limited 2021 Equity Incentive Plan
Prior to the Initial Public Offering (“IPO”), WeWork India Management Limited (“the Company”) had implemented an employee stock option plan titled “WeWork India Management Limited 2021 Equity Incentive Plan” (“EIP 2021”). EIP 2021 was designed to offer employees a long-term wealth creation opportunity, align their interests with the Company’s strategic goals, attract top industry talent, and recognize and reward individuals who consistently demonstrated exceptional performance. This initiative is aimed to foster continued excellence and dedication among employees. EIP 2021 was duly approved by the members of the Company through a resolution passed on March 19, 2021, and further amended on January 14, 2025, prior to the initial public offer.
Subsequently, the Company successfully completed its IPO and listed its equity shares on October 10, 2025, on BSE Limited and the National Stock Exchange of India Limited. As of now, the total number of employee stock options (“Options”) under the EIP 2021 stands at 4,59,195 (Four Lakh Fifty-Nine Thousand One Hundred Ninety-Five).
In terms of Regulation 12 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”), any fresh grant of Options post listing can be made under EIP 2021 only in compliance with the SEBI SBEB Regulations and post ratification of same by the members of the Company.
In addition to seeking ratification, the Company proposes to alter certain provisions of EIP 2021 to enhance clarity, simplify language, and ensure alignment with evolving regulatory requirements, without altering its core objectives or affecting the rights of existing grantees. Specifically, the amendments include:
| Clause reference (Amended) |
Existing clause | Proposed amended clause |
|---|---|---|
| Clause 3.1 | Subject to the provisions of Clause 8 of the Plan, the maximum aggregate number of Shares that maybe awarded |
The shareholders of the Company, by way of special resolution have authorized the Committee to Grant not exceeding4,59,195(Four Lakh |
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| under this Plan and all other plans issued in the past shall at all times be not more than 5% of the equity share capital of the Company on a fully diluted basis. Currently, the ESOP Pool has 70,53,855 options, subject to any adjustment, in compliance with the applicable laws for permitted corporate actions such as bonus issue, sub-division of shares, merger, etc. |
Fifty-Nine Thousand One Hundred Ninety-Five) Options (“Option Pool”) to the Option Grantees in one or more tranches, from time to time, which in aggregate exercisable into not more than 4,59,195 (Four Lakh Fifty-Nine Thousand One Hundred Ninety-Five) Shares of face value of ₹10/- (Rupees Ten Only) each, fully paid up, with each such Option conferring a right upon the Option Grantee to apply for 1 (one) Share of the Company in accordance with the terms and conditions as may be decided by the Committee in accordance with the provisions of this EIP 2021 and in due compliance with applicable laws. |
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| Clause 7.1 | The Committee shall have the authority to decide the Vesting Period of Grant; provided, however, that the minimum Vesting Period shall be not less than 12 (twelve) months from the date ofgrant. |
The Options granted under the EIP 2021 would Vest not earlier than the minimum Vesting Period of 1 (One) year and not later than maximum Vesting Period of 5 (fve) years from the date of Grant. |
These alterations and amendments are intended to improve stakeholder understanding and facilitate smoother implementation of EIP 2021, without altering its core objectives or affecting the rights of existing grantees. Further the proposed amendments shall not be detrimental to the interest of the Option grantees under EIP 2021.
The said proposal of ratification and amendments in EIP 2021 was already approved by the Nomination and Remuneration Committee (“ Committee ”) and the Board of Directors (“ Board ”) of the Company at their respective meetings held on December 9, 2025 , subject to your approval.
The beneficiaries of the proposed variation are all existing Option grantees and such other Option grantees to whom Options may be granted in the future under EIP 2021.
Features of the EIP 2021 in terms of SEBI SBEB Regulations and other applicable provisions are given as under:
a. Brief description of the Scheme:
The Company strongly believes that an equity component in the compensation goes a long way in aligning the objectives of an individual with those of the organization.
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The underlying philosophy of EIP 2021 is to enable the employees of the Company, present and future, to share the wealth that they help to create for the organization over a certain period. Also, primary objective of the scheme is to offer long-term wealth creation opportunities to the employees, aligning the interests of employees with the long-term goals of the Company, to attract top talent in the industry and to give recognition and reward for employees who have consistently delivered exceptional performance, thereby encouraging continued excellence and dedication.
b. Total number of Options to be offered and granted:
The total number of Options available for grant under EIP 2021, shall, in aggregate, not exceed 4,59,195 (Four Lakh Fifty-Nine Thousand One Hundred Ninety-Five) Options. Each Option when exercised would be converted into one equity share of face value of ₹ 10/- (Rupees Ten Only) each fully paid-up. The Committee shall have the right to decide the number of Options to be granted and the maximum number of Options that can be granted to an employee within this ceiling.
As on date, the position of the Option Pool is as under:
| Particulars | No. of Options | % of Option Pool |
|---|---|---|
| Total Option Pool | 4,59,195 | 100 % |
| Options already granted and outstanding | 4,59,195 | 100 % |
| Options available for futuregrant(s) | 0 | - |
Further, if an Option expires, lapses, is cancelled or becomes un-exercisable due to any reason, it shall be brought back to the Option Pool and shall become available for future Grants, subject to compliance with the applicable laws.
In case of any corporate action(s) including but not limited to rights issues, bonus issues, merger and sale of division and others, a fair and reasonable adjustment needs to be made to the Options granted. Accordingly, if any additional equity shares are issued by the Company to the eligible employees to make such fair and reasonable adjustment, the ceiling of equity shares as stated above shall be deemed to be increased to the extent of such additional equity shares issued. The Committee shall determine the nature, manner and the extent of the adjustment to be made because of any corporate action, consolidation etc.
c. Identification of classes of employees entitled to participate and be beneficiaries in the Scheme:
The following class of employees are entitled to participate in the EIP 2021:
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i. an employee as designated by the Company, who is exclusively working in India or outside India, or
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ii. a director of the Company, whether a whole-time director or not, including a non-executive director, who is not a promoter or member of the promoter group;
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but excludes-
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i. an employee who is a promoter or a person belonging to the promoter group;
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ii. a director who, either by himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company; or
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iii. an independent director.
d. Requirements of Vesting and period of Vesting:
Any Option granted under the EIP 2021 shall vest not earlier than the minimum vesting period of 1 (one) year and not later than the maximum vesting period of 5 (five) years from the date of grant as may be determined by the Committee.
In the event of death or permanent incapacity of an employee, the minimum vesting period of one year shall not be applicable and in such instances, all the unvested Options shall vest with effect from date of the death or permanent incapacity.
Vesting of Option would be subject to continued employment with the Company on the date of vesting and the Option Grantee shall not be subject to any disciplinary proceedings pending against him on such date of Vesting.
In addition to this, the Committee shall have the power to prescribe achievement of performance condition(s)/target(s) being corporate or individual or otherwise with a predefined threshold for vesting and along with their respective weightages, as deemed appropriate for each option grantee, as specified in the grant letter, subject to satisfaction of which the Options would vest.
Performance criteria would be a combination of one or more of the following, or any additional relevant metric, as determined by the Committee:
1. Corporate performance :
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i) Revenue from Operations,
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ii) Earnings before interest, taxation, depreciation and amortization (EBITDA), iii) Business unit / function performance, and
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iv) Other conditions, whether financial or non-financial, as may be determined by the Committee to support the Company’s sustained growth.
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Individual performance as determined by the Company’s annual appraisal process.
e. Maximum period within which the options shall be vested:
Any Option granted under the EIP 2021 shall be subject to a maximum vesting period of 5 (five) years from the date of grant of Options.
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The Committee subject to minimum and maximum ceiling of vesting period shall have the power to prescribe the vesting schedule for a particular grant.
f. Exercise price or pricing formula:
The exercise price per Option shall be determined by the Committee at the time of grant and shall not be less than the face value of the share as on date of grant of such Option.
The specific exercise price shall be intimated to the option grantee in the grant letter at the time of grant.
g. Exercise period and the process of exercise:
The exercise period for vested Options shall be a maximum of 10 (ten) years commencing from the date of grant of Options, or such other shorter period as may be prescribed by the Committee at time of grant.
The Options shall be deemed to have been exercised when an employee makes an application in writing to the Company or by any other means as decided by the Committee, for the issue of shares against the Options vested in him, provided that such application is made strictly within the exercise period prescribed by the Committee, subject to payment of exercise price and compliance of other requisite conditions of exercise. The Options shall lapse if not exercised within the exercise period as specified under EIP 2021.
h. The appraisal process for determining the eligibility of employees for the Scheme:
The appraisal process for determining the eligibility of the employees for grant of Options shall be decided from time to time by the Committee. The broad criteria for review and selection may include parameters like designation /grade, minimum tenure with the Company, past performance (including corporate, business and/or individual contribution), or such other factors as determined by the Committee. However, for new joiners, the broad criteria for appraisal and selection shall be basis prior work experience, applicable skills, designated job role or such other factors as determined by the Committee.
i. Maximum number of options to be issued per employee and in aggregate:
The maximum number of Options that may be granted to an Option Grantee under the EIP 2018 per grant and per year shall vary depending upon the designation and the appraisal/assessment process. However, the aggregate number of Options granted to such option grantee in any year and in aggregate shall not exceed 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant of Options unless a prior approval of shareholders by way of special resolution has been obtained.
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j. Maximum quantum of benefits to be provided per employee under the Scheme:
The employees will be entitled to the shares of the Company on exercise of Options as per the terms provided under the EIP 2021.
The maximum quantum of benefits underlying the Options granted to an eligible employee shall be equal to the appreciation in the value of the Company's equity shares determined as on the date of exercise of Options, on the basis of difference between the Option exercise price and the market price of the equity shares on the exercise date.
Apart from above, no other monetary benefits are contemplated under the Plan.
- k. Whether the scheme(s) is to be implemented and administered directly by the company or through a trust:
EIP 2021 shall be implemented and administered directly by the Company.
- l. Whether the scheme(s) involves new issue of shares by the company or secondary acquisition by the trust or both:
EIP 2021 contemplates the issue of fresh equity shares by the Company.
- m. Amount of loan to be provided for implementation of the Scheme by the Company to the trust, its tenure, utilization, repayment terms, etc.:
Not currently contemplated under EIP 2021 as the same being implemented and administered directly by the Company.
- n. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purposes of the scheme:
Not currently contemplated under EIP 2021 as the same being implemented and administered directly by the Company.
o. A statement to the effect that the company shall conform to the accounting policies specified in Regulation 15:
The Company shall follow the requirements including the disclosure requirements under IND AS 102 on Share-based payments and/ or any relevant accounting standards as may be prescribed by the Central Government in terms of Section 133 of the Companies Act 2013, or any other appropriate authority, from time to time, including any guidance note on accounting for employee share-based payments issued in that regard from time to time and the disclosure requirements prescribed therein, in compliance with relevant provisions of Regulation 15 of SEBI SBEB Regulations.
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p. The method which the Company shall use to value its Options:
The Company shall adopt ‘fair value method’ for valuation of Options as prescribed under IND AS 102 on share-based payments or any accounting standard/ guidance note, as applicable, notified by competent authorities from time to time.
q. Declaration:
In Case, the Company opts for expensing of share-based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Options and the impact of this difference on profits and on Earning Per Share (EPS) of the Company shall also be disclosed in the Directors’ Report. Currently, this statement is not applicable as the Company shall adopt ‘fair value method’ for valuation of Options as prescribed under IND AS 102.
r. Period of lock-in:
The equity shares issued pursuant to exercise of vested Options shall not be subject to any lock-in period restriction in general. However, usual restrictions as may be prescribed under applicable laws including that under the code of conduct framed by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations, 2015, as amended, shall apply.
- s. Terms & conditions for buyback, if any, of specified securities covered under these regulations:
Subject to the provisions of the prevailing applicable law, the Board shall determine the procedure for buy-back of the specified securities/ Options granted under the EIP 2021 if to be undertaken at any time by the Company and the applicable terms and conditions thereof.
- t. The conditions under which Option vested in employees may lapse e.g. in case of termination of employment for misconduct:
If an Employee’s employment with the Company terminates due to misconduct, then the Options, whether vested or unvested, will lapse on the date of such termination of employment.
- u. The specified period within which the employee shall exercise the vested Options in the event of a proposed termination of employment or resignation of employee:
In the event of resignation or termination (other than due to misconduct), all vested Options as on the last working date of the employee shall be exercisable within a period of three (3) months from the last working date or such other period as may be determined by the Committee.
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In terms of the applicable provisions of the Act, read with the rules made thereunder and Regulation 7, Regulation 12 and other applicable provisions of the SEBI SBEB Regulations, the ratification and amendment of the EIP 2021, together with the grant of Options to the employees of the Company, require the approval of the shareholders by way of a special resolution.
None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way, financially or otherwise, concerned or interested in the resolution, except to the extent of their shareholding in the Company or the extent of Options that have been or to be granted to them in accordance with the applicable laws.
The copies of the related documents will be open for inspection by the members of the Company at the registered office of the Company on all working days, during business hours up to the last date of remote e-voting.
The Board recommends the proposed resolution for the approval of the Members by way of a Special Resolution, as set out at Item No. 2 of the Notice.
Item No. 3: Alteration of Articles of Association of the Company
The Members of the Company, prior to the Initial Public Offering (“IPO”), at their Extraordinary General Meeting held on December 31, 2024, had approved the existing Articles of Association of the Company comprising Part A and Part B. Part B of the Articles of Association was applicable until the listing date. All Articles in Part B automatically terminated and ceased to have any force or effect on and from the date of listing of equity shares of the Company on National Stock Exchange of India Limited and BSE Limited on October 10, 2025. Accordingly, the provisions of Part A of the Articles of Association are applicable to the Company post-listing.
Prior to the IPO, the Company and 1 Ariel Way Tenant Limited (“GlobalCo”) entered into a Second Amended and Restated Governance and Buyout Agreement (“GBA”), under which the Company agreed, pursuant to Clause 3.4 of the agreement, to seek shareholders’ approval post-listing for incorporating GlobalCo’s right to nominate one (1) Non-Executive Director to the Board, so long as it holds at least ten percent (10%) of the paid-up equity share capital of the Company. The GBA ceased to be effective upon listing on October 10, 2025, and the Company is now seeking shareholders’ approval to formally incorporate this nomination right into the Articles of Association, in line with the pre-IPO commitment agreed under Clause 3.4.
Pursuant to the provisions of the Companies Act, 2013 and applicable rules framed thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the approval of the Members is required by way of a Special Resolution to amend the existing Article 130 and to insert a new Article 130A in the Articles of Association of the Company. The proposed amendment is to confirm and incorporate the right of GlobalCo to nominate one (1) Non - Executive Director to the Board of the Company, as set out in the proposed Article 130A reproduced in the resolution at Item No. 3 of the accompanying Notice.
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As per the proposed Article 130A, GlobalCo, so long as it holds at least 10% of the paid-up equity share capital of the Company, shall have the right to nominate one (1) Non-Executive Director on the Board of the Company. GlobalCo shall also be entitled to remove or replace such nominee Director from time to time. Such Nominee Director shall be liable to comply with all applicable laws in relation to appointment and cessation of directorship.
Regulation 31B of the SEBI Listing Regulations requires that any special rights granted to shareholders shall be approved by the Members of the listed entity by way of a Special Resolution at least once every five years, starting from the date of such grant. Accordingly, the nomination right of GlobalCo as set out above requires approval of the Members.
In view of the foregoing, the Board recommends the proposed alteration to the Articles of Association for approval of the Members by way of a Special Resolution, in accordance with Section 14 and other applicable provisions of the Companies Act, 2013, read with Regulation 31B of the SEBI Listing Regulations, as set out in Item No. 3 of this Notice.
The copies of the related documents will be open for inspection by the members of the Company at the registered office of the Company on all working days, during business hours up to the last date of remote e-voting.
Except for Mr. Adnan Mostafa Ahmad, being the Nominee Director of GlobalCo, and his relatives, none of the Directors, Key Managerial Personnel of the Company or their respective relatives are, in any way, financially or otherwise, concerned or interested in the Special Resolution set out at Item No. 3.
By Order of the Board For WeWork India Management Limited (Formerly known as WeWork India Management Private Limited)
Udayan Shukla Company Secretary and Compliance Officer Membership No.: F11744
Date: December 9, 2025 Place: Bengaluru Registered Office: 6[th] Floor, Prestige Central 36 Infantry Road, Shivaji Nagar, Bengaluru Karnataka, 560 001 CIN: L74999KA2016PLC093227 Website: https://wework.co.in/ Email: [email protected] Telephone: 080-37880881
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