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WeWork India Issues Detailed Response to InGovern Critique

The absence of fresh capital in IPO was deliberate, given its strong cash-generative position, WeWork said

WeWork India Management Ltd has responded comprehensively to a governance-watch report released by proxy advisory firm InGovern Research Services, issuing extensive clarifications on concerns raised ahead of its ₹3,000 crore initial public offering.

The company reaffirmed that it has complied with all regulatory disclosure norms and emphasised strong operational performance, countering InGovern’s earlier warnings over profitability path, promoter pledges, and the structure of the IPO.

InGovern had flagged several issues in its original note, pointing to a sole offer-for-sale structure for the IPO, meaning no fresh capital infusion into the company, and a negative net worth of around ₹437 crore as of 31 March 2024.

The advisory firm also cited heavy lease obligations consuming over 43 per cent of revenue and significant promoter share pledging, which it said posed risks to minority investors and raised governance concerns.

In its rebuttal, WeWork India said that its operations have generated positive cash flows since FY23, citing net cash from operations of ₹942 crore in FY23, ₹1,162 crore in FY24, and ₹1,290 crore in FY25.

It reported an adjusted EBITDA margin of 21.61 per cent in FY25 — among the highest in the industry — with occupancy for the quarter ended June 2025 at 81.23 per cent.

The company asserted that the absence of fresh capital in the IPO structure was deliberate, given its strong cash-generative position.

Addressing governance queries, WeWork India stated that all legal proceedings involving its promoters had been disclosed in the “Outstanding Litigation and Other Material Developments” section of its draft red-herring prospectus in line with Securities and Exchange Board of India norms.

The company added that the promoter share-pledge issue had been substantially addressed: the shares were unpledged prior to listing, and the remaining pledge stands at a nominal 15 per cent, significantly reducing any control-related risk.

On its brand-licensing arrangement with the U.S. parent firm WeWork Inc., WeWork India reassured the market that the long-term, exclusive agreement with real-estate group Embassy Group for the Indian market is stable and aligned with industry practice.

The company maintained that risks flagged by InGovern around brand continuity and licensing exposure are mitigated by contractual safeguards.

In an addendum to its earlier note, InGovern acknowledged that WeWork India executives had provided detailed clarifications and noted that the IPO listing on 10 October, and the associated disclosures, marked a positive step toward transparency and enhanced oversight.

The advisory firm, however, maintained that the company’s governance structure, promoter pledges, and debt exposure warrant close post-listing monitoring.

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