Anarock Property Consultants Limited IPO

01At a glance

What the company does: an independent real estate advisory and services firm with four segments: Transaction Advisory (selling new homes for developers, mostly on exclusive mandates), Leasing and Investment Advisory, Management Services (project management, fit-outs and, since September 2026, architecture and design through DSP Design) and Technology Solutions (Anacity and Anarock Channel Partner) (DRHP p.258, AP p.3).

Who pays it: listed and unlisted real estate developers, corporate occupiers, retail brands, financial institutions, private equity and sovereign funds and government bodies (AP p.3). No client was 6% or more of revenue in any of the three years; the largest was 4.46% of FY26 revenue and the top ten 27.57% (DRHP p.32). The document does not name its clients in the concentration table.

Why it is raising money: ₹1,480.00 million to acquire the rest of DSP Design Associates Private Limited, ₹1,200.00 million for AI and technology across Transaction Advisory, Anarock Channel Partner and Anacity, and ₹895.00 million to hire senior business leaders, with the balance for unidentified acquisitions and general corporate purposes (DRHP p.141). The ₹4,500.00 million offer for sale goes to fourteen selling shareholders, not the company (DRHP p.140).

How fast it has grown: revenue from ₹5,092.34 million in FY24 to ₹8,818.98 million in FY26, about 31.6% a year, and profit after tax from ₹449.39 million to ₹932.18 million, about 44.0% a year (our arithmetic, DRHP p.73). The document states the same rates, 31.60% and 44.03% (DRHP p.260).

The one thing to understand: the largest use of the money is a business the restated figures do not contain. The company acquired 53.68% of DSP Design on September 27, 2026 for ₹640.12 million and plans to acquire the rest in four tranches by FY31 (DRHP p.148). On the proforma figures that include DSP Design, FY26 revenue would be ₹11,238.65 million instead of ₹8,818.98 million, and borrowings ₹524.44 million instead of nil (DRHP p.82, DRHP p.49).

02The business, in plain words

A developer launching a housing project needs someone to price it, market it, run the sales office and bring in brokers. Anarock does this under an exclusive mandate that usually runs 9 to 24 months, and is paid mainly as homes are sold (DRHP p.269). The developer pays the marketing spend and the brokers' commission directly, so neither passes through Anarock's revenue (DRHP p.278, DRHP p.279).

A developer signs an exclusive sales mandate → Anarock sets the strategy, staffs the site sales team and activates over 45,000 channel partners (brokers) → buyers book homes → Anarock is paid an upfront fee, a fee on sales achieved and an incentive fee once agreed sales thresholds are crossed.

The fee terms are set out at DRHP p.278 and the channel partner count at DRHP p.33. Transaction Advisory was 50.17% of FY26 revenue (DRHP p.30). The gross transaction value of homes sold was ₹156,412.30 million in FY26, against ₹140,377.28 million in FY24 (DRHP p.162), with 165 active exclusive mandates at March 2026 (DRHP p.33).

The second business, Leasing and Investment Advisory, was 34.79% of FY26 revenue: retail and office leasing, where fees are typically a number of months' rent, land deals, investment banking through Anarock Capital Advisors, valuations and hotel advisory through HVS Anarock (DRHP p.30, DRHP p.279, DRHP p.280). Management Services began on November 1, 2025 and brought in ₹891.66 million in five months, 10.11% of FY26 revenue (DRHP p.30). The two technology platforms, Anacity for building and community management and Anarock Channel Partner for brokers, made ₹414.94 million together in FY26 and both made segment losses (our arithmetic, DRHP p.34).

The company does not develop property, acquire land for development or hold inventory (DRHP p.259). It had 2,192 permanent employees and worked in 15 Indian cities plus the Middle East at March 2026 (DRHP p.259). Employee benefits were 63.53% of total expenses in FY26 (DRHP p.44).

Earnings equation: Transaction Advisory revenue ≈ value of homes sold on mandates × fee rate + incentive and retainer fees. Transaction Advisory revenue was about 2.6% of the gross transaction value of homes sold in FY24 and about 2.8% in FY26 (our arithmetic, DRHP p.162); the GTV excludes Anarock Business Solutions while the segment revenue includes it, so this is not a disclosed fee rate. For leasing, revenue ≈ area leased × rent × months of rent charged; area leased was 3.57 million sq ft in FY26 (DRHP p.162). The document does not give average fee rates.

03Where the money comes from

Source: DRHP p.30; the ACP and myHQ row adds ACP (2.29, 26.70, 57.77) and myHQ (101.26 in FY24 only), and the small unallocated corporate line (10.06, 8.80, 19.54) is left out of the segment rows. myHQ was a subsidiary until September 21, 2023 and an associate after that, so it stopped adding to revenue (DRHP p.30). India was 94.74% of FY26 revenue and outside India, mainly Dubai, 5.26% (DRHP p.45).

Source: DRHP p.32, AP p.4. Revenue does not depend on a few clients: no client reached 6.00% in any year and the top ten group changes from year to year (DRHP p.32). It depends instead on two segments, which together were 84.96% of FY26 revenue, down from 94.48% in FY24 (DRHP p.30). Of 853 client relationships above ₹0.50 million in FY26, 214 used more than one segment and produced 58.03% of revenue (DRHP p.264). Within the 100 largest FY26 relationships, 47 produced revenue in each of the three years (DRHP p.283).

04The growth record

Source: DRHP p.73, DRHP p.75, DRHP p.584, DRHP p.585, DRHP p.586, DRHP p.266, AP p.8.

Our arithmetic over FY24 to FY26: revenue grew about 31.6% a year (our arithmetic, DRHP p.73), EBITDA about 32.7% a year (our arithmetic, DRHP p.584) and profit after tax about 44.0% a year (our arithmetic, DRHP p.73). EBITDA margin moved from 16.8% to 17.1%, up 29 basis points (DRHP p.584), and PAT margin from 8.82% to 10.57%, up 175 basis points (DRHP p.585). In rupees, revenue went from ₹509.2 crore to ₹881.9 crore and profit after tax from ₹44.9 crore to ₹93.2 crore (DRHP p.73). Year on year, revenue rose 29.40% in FY25 and 33.83% in FY26 (DRHP p.569), and profit 35.24% and 53.38% (DRHP p.573, DRHP p.571).

FY24 profit includes an exceptional gain of ₹206.50 million, about ₹20.7 crore, from the deemed disposal of myHQ (DRHP p.73). Before exceptional items, profit before tax was ₹476.49 million in FY24 against ₹1,307.41 million in FY26 (DRHP p.73). The company's adjusted EBITDA, which removes that gain and adds deal costs, gives a margin of 14.24% in FY24 and 17.10% in FY26 (DRHP p.584).

Operating cash flow was an outflow of ₹120.72 million in FY26, about −₹12.1 crore, after trade receivables rose ₹1,771.21 million and income tax of ₹372.20 million was paid (DRHP p.75, DRHP p.40). Other income of ₹173.38 million was 13.3% of FY26 profit before tax of ₹1,307.41 million (our arithmetic, DRHP p.73). Return on capital employed was 23.0% in FY26 (DRHP p.585). The year end is March 31 throughout.

05What the growth is made of

Revenue rose ₹3,726.64 million from FY24 to FY26 (our arithmetic, DRHP p.30). Leasing and Investment Advisory added ₹1,841.06 million, Management Services ₹891.66 million from a standing start, Transaction Advisory ₹840.54 million, Anacity ₹189.68 million and ACP ₹55.48 million, while myHQ's ₹101.26 million fell away when it became an associate (our arithmetic, DRHP p.30).

Part of the leasing and advisory increase was bought. Anarock Capital Advisors, the investment banking business, became a wholly owned subsidiary on March 1, 2025 and so counted for one month of FY25 and all of FY26; it had standalone revenue of ₹454.97 million in FY26 (DRHP p.30, DRHP p.47). HVS Anarock became a subsidiary on November 30, 2023 and had revenue of ₹163.12 million in FY26 (DRHP p.47). The document does not split segment growth into acquired and organic parts.

In Transaction Advisory, the gross transaction value of homes sold rose from ₹140,377.28 million in FY24 to ₹156,412.30 million in FY26, about 11.4%, while segment revenue rose about 23.5% (our arithmetic, DRHP p.162, DRHP p.30). Exclusive mandates at year end went from 143 to 165 (DRHP p.33). The value of transactions advised in investment and land services rose from ₹56,686.90 million to ₹190,047.87 million, and area leased from 3.27 to 3.57 million sq ft (DRHP p.162). The document does not disclose fee rates by year, so the increase cannot be separated into volume and price. That is the finding.

06Earnings quality

The item that needs explaining is receivables and the FY26 cash flow. Trade receivables were ₹4,642.09 million at March 2026, 52.64% of FY26 revenue, against 54.42% in FY24; the document says this ratio is context only and not a collection period (DRHP p.31). Of the March 2026 balance, ₹2,500.63 million was not yet due, including unbilled amounts, and ₹421.81 million was more than six months old (our arithmetic, DRHP p.31). Bad debts written off rose to ₹507.01 million in FY26 from ₹153.13 million in FY24, partly offset by a ₹217.90 million release of the loss allowance; the net charge was ₹289.11 million, 3.28% of revenue (DRHP p.32).

Other points from the filing. Share-based payment expense was ₹26.45 million, ₹234.91 million and ₹65.52 million in the three years (DRHP p.44). FY25 EBITDA carries ₹207.76 million of deal costs linked to the 360 ONE investment (DRHP p.584). Sub-contractor costs rose from ₹298.91 million to ₹922.38 million in FY26 as project management began (DRHP p.570, DRHP p.571).

The FY26 CARO remarks refer to delays in repayment of principal and interest and an extension of a loan given by the company, a rolled-over loan of an associate, cash losses at a subsidiary and an associate, and the going concern of a subsidiary (DRHP p.55). The auditor also notes audit-trail gaps and that electronic back-ups were not kept on servers in India in all three years (DRHP p.55, DRHP p.56).

07The balance sheet

At March 31, 2026 total assets were ₹9,817.41 million: trade receivables ₹4,642.09 million, cash ₹843.31 million, other bank balances ₹637.98 million, current investments ₹351.48 million, non-current investments ₹340.21 million, loans ₹473.84 million, goodwill ₹430.88 million and income tax assets ₹344.72 million (DRHP p.72). Cash, bank balances and investments together were ₹2,172.98 million (our arithmetic, DRHP p.72). Against that: no borrowings, lease liabilities of ₹280.39 million, other current financial liabilities of ₹1,414.15 million and total equity of ₹6,555.06 million (DRHP p.72, DRHP p.76). Contingent liabilities and capital commitments are nil (DRHP p.89, DRHP p.579). All offices are leased or licensed (DRHP p.53).

The proforma balance sheet adds DSP Design as if acquired at March 31, 2026: borrowings of ₹524.44 million, all DSP Design's, goodwill of ₹701.22 million, an acquisition liability of ₹1,057.80 million in other non-current financial liabilities, and total equity of ₹5,852.53 million (DRHP p.49, DRHP p.78, DRHP p.79).

After the issue, as far as the arithmetic goes: none of the fresh issue repays debt (DRHP p.141). Net worth would rise by up to ₹5,500.00 million less the company's share of expenses, which is left blank at this stage, so the post-issue figure cannot be stated (DRHP p.140, DRHP p.155). Any pre-IPO placement would reduce the fresh issue (DRHP p.140).

08What the money is for

Source: DRHP p.141; the percentages are our arithmetic on the ₹5,500.00 million gross fresh issue. The named objects add to ₹3,575.00 million, 65.0%, which leaves up to ₹1,925.00 million before expenses for unidentified acquisitions and general corporate purposes, within the 35% cap (our arithmetic, DRHP p.142). Deployment runs from FY28 to FY31 (DRHP p.142). No object has been appraised by a bank (DRHP p.51).

AI and technology: of the ₹800.00 million for Transaction Advisory, ₹747.80 million is pay for the AI team and ₹52.20 million infrastructure (DRHP p.145). AI expenses were ₹104.86 million in FY26 (DRHP p.144). The ₹250.00 million for ACP covers staff, sub-brokerage, marketing and allocations (DRHP p.146), and the ₹150.00 million for Anacity is ₹50.00 million a year in FY28 to FY30 after a rebuild due by October 2027 (DRHP p.146, DRHP p.147).

Hiring: two business segment heads or CEOs at ₹47.09 million fixed pay a year each and seven business line heads at ₹25.47 million each, from April 2027, using a pay benchmark from Omam Consultants (DRHP p.148).

DSP Design: the company paid ₹640.12 million for 53.68%, of which ₹400.04 million was a subscription for new shares and ₹240.07 million a purchase from the DSP promoters Bimal Desai, Mehul Shah and Yatin Patel (DRHP p.148, DRHP p.149). The remaining four tranches are estimated at ₹1,714.00 million, ₹1,480.00 million from the issue and ₹234.00 million from internal accruals (DRHP p.150).

The tranche prices depend on DSP Design's adjusted EBITDA, which was ₹(364.47) million in FY24, ₹237.58 million in FY25 and ₹242.48 million in FY26 (DRHP p.151). If DSP Design is loss-making through FY30, the company may acquire the remaining shares at ₹10 each and the money would sit unused (DRHP p.150). A valuer put DSP Design's fair equity value at ₹792.32 million on June 30, 2026 (DRHP p.151).

The company may also place up to ₹1,100.00 million of shares before the red herring prospectus, which would reduce the fresh issue (DRHP p.68).

Into the business up to ₹5,500.00 million, the fresh issue, before expenses (DRHP p.68). To selling shareholders up to ₹4,500.00 million, the offer for sale, by fourteen selling shareholders (DRHP p.140).

09Who is selling

Source: DRHP p.140 for the amounts and classification ("Promoter", "Investor" and "Other Selling Shareholder"), DRHP p.125 for holdings on a fully diluted basis and average cost per ₹1 share. In crore, the fresh issue is ₹550.0 crore and the offer for sale ₹450.0 crore by 14 selling shareholders (DRHP p.68, DRHP p.140). By seller, in crore:

Peter Properties Limited ₹131.0 crore, 360 ONE Special Opportunities Fund - Series 12 ₹104.5 crore, Khushi Trust ₹60.4 crore, 360 ONE Private Equity Fund - Series 2 ₹34.6 crore, 360 ONE Large Value Fund - Series 5 ₹28.8 crore, 360 ONE Large Value Fund - Series 13 ₹26.4 crore, 360 ONE Special Opportunities Fund - Series 13 ₹17.3 crore, Om Sai Trust ₹13.5 crore, Coralred Consultants and Traders LLP ₹13.2 crore, Anuj A Kejriwal ₹7.0 crore, 360 ONE Large Value Fund - Series 2 ₹5.8 crore, 360 ONE Large Value Fund - Series 21 ₹2.9 crore, 360 ONE Private Equity Fund - Series 2A ₹2.4 crore and 360 ONE Large Value Fund - Series 1 ₹2.3 crore (DRHP p.140).

The two promoter sellers offer ₹1,913.10 million, 42.5% of the offer for sale; the nine 360 ONE funds ₹2,250.00 million, 50.0%; and the three others ₹336.90 million, 7.5% (our arithmetic, DRHP p.140). The offer for sale is 45% of the ₹10,000.00 million total offer (our arithmetic, DRHP p.68). The number of shares each sells will be fixed with the price (DRHP p.140). One of the lead managers, 360 ONE WAM Limited, is an associate of the 360 ONE selling shareholders and will only market the offer (DRHP p.56, DRHP p.94). Anuj A Kejriwal is listed among the key managerial personnel and senior management shareholders (DRHP p.131).

10Promoters

The promoters are Anuj Puri, aged 60, Whole-time Director and Chairman; Rohin Raja Shah, aged 61, a non-executive director living in London; Priti Puri, aged 52, Chief Administration and Special Project Officer; Nita Shah, aged 61, living in London; Khushi Trust; and Peter Properties Limited, a UK company (DRHP p.335, DRHP p.336, DRHP p.337).

Khushi Trust's trustees are Anuj Puri and Priti Puri, appointed on September 11, 2026, and its beneficiaries Anuj Puri, Priti Puri and lineal descendants (DRHP p.337). Peter Properties is wholly owned by Saffron Capital Limited, whose ultimate beneficial owners are Rohin Raja Shah and Nita Shah (DRHP p.338). Together the promoters hold 66.41% on a fully diluted basis; Anuj Puri, Priti Puri and Nita Shah hold no shares directly (DRHP p.335, DRHP p.336).

Anuj Puri and Rohin Raja Shah launched the Anarock brand in 2017 and have over 30 years in real estate each (DRHP p.259). The company was incorporated in 2011 as Jones Lang LaSalle Residential Private Limited (DRHP p.3). The document says the promoters are not the original promoters and were identified as promoters by board resolutions of September 12 and September 30, 2026 (DRHP p.338).

Pay: Anuj Puri's short-term benefits were ₹53.93 million in FY24, ₹92.76 million in FY25 and ₹124.02 million in FY26; Priti Puri's were ₹6.63 million and ₹8.75 million in FY24 and FY26 (DRHP p.91, DRHP p.92). Together that is about ₹6.1 crore in FY24 and ₹13.3 crore in FY26 (our arithmetic, DRHP p.91). New terms from September 12, 2026 give Anuj Puri ₹75.00 million a year fixed, 15% of the revenue allocated to that name, and 12.5% of the group's consolidated profit before tax (DRHP p.319).

Dealings with the company: the registered office is licensed from Anuj Puri, with rent of ₹38.16 million in FY26 (DRHP p.90, DRHP p.286). On September 28, 2026 Anuj Puri assigned two app copyrights to the company royalty-free (DRHP p.305). Under the 360 ONE shareholders' agreement, if the 360 ONE funds dispose of all their shares at a gross return above 25% a year on their ₹1,400 million investment, they share 40% of the excess with the obligated shareholders, including Anuj Puri, Rohin Raja Shah, Khushi Trust and Peter Properties; this survives listing subject to approvals (DRHP p.304, DRHP p.338).

Pledges and cases: no promoter share is pledged (DRHP p.119). A first information report dated November 14, 2024, filed in Jaipur on behalf of Keemaya Resorts & Spa LLP, names Anuj Puri, Rohin Raja Shah, Santhosh Kumar Janardhana and certain employees over brokerage on a resort project; it is pending and the document gives no amount (DRHP p.593, DRHP p.594). There is no SEBI or exchange action against the promoters in the last five years and no tax case (DRHP p.594).

Promoter economics: Peter Properties first subscribed 90,000 shares at ₹190 in March 2012; rights issues followed at ₹290 in 2016 and ₹1,075 to ₹1,485 between 2017 and 2020 (DRHP p.121). Khushi Trust bought 123,400 shares from Jones Lang LaSalle at ₹417.10 in April 2017 and took rights at ₹2,714 in March 2025, and Rohin Raja Shah bought at ₹417.10 the same day (DRHP p.120, DRHP p.122).

After the September 2026 split into ₹1 shares and the 2.4:1 bonus, average costs are ₹29.16 for Peter Properties, ₹20.68 for Khushi Trust and ₹29.04 for Rohin Raja Shah (DRHP p.125). Peter Properties sold shares to 360 ONE funds at ₹2,714 a ₹10 share in May 2024 (DRHP p.121). No promoter bought or sold in the six months before filing (DRHP p.129).

11Who already owns it

Source: DRHP p.131, DRHP p.261, AP p.8; the "others" row is our arithmetic. The fully diluted count assumes the 6,034,210 preference shares convert into 20,516,314 equity shares before the red herring prospectus and 3,345,124 vested options are exercised (DRHP p.110, AP p.8). On equity shares alone, before conversion, the promoters hold 81.80% (DRHP p.130). The company has 18 shareholders (DRHP p.131).

The 360 ONE holdings of 1% or more are 360 ONE Special Opportunities Fund - Series 12 at 5.97%, about 6.0%; 360 ONE Large Value Fund - Series 17 at 3.46%, about 3.5%; 360 ONE Private Equity Fund - Series 2 at 2.96%, about 3.0%; 360 ONE Large Value Fund - Series 5 at 2.47%, about 2.5%; and 360 ONE Large Value Fund - Series 13 at 2.26%, about 2.3% (DRHP p.131). Coralred Consultants and Traders LLP holds 3.71%, about 3.7% (DRHP p.131). Series 17 holds shares but is not selling (DRHP p.140).

When they came in: the 360 ONE funds were allotted Series A compulsorily convertible preference shares at ₹2,714 each between March 29 and May 20, 2024 and bought equity shares at ₹2,714 from employees and Peter Properties in March and May 2024; adjusted for the split, bonus and conversion this is ₹79.82 a ₹1 equity share (DRHP p.109, DRHP p.110, DRHP p.123).

Om Sai Trust and Coralred came in through rights issues from 2017 and the 2022 amalgamation (DRHP p.104, DRHP p.105, DRHP p.106). The weighted average cost of all shares acquired in the three years before filing is ₹70.14, and nil in the last year (DRHP p.126). The holding after the issue cannot be computed until the price fixes the share count (DRHP p.134).

12What changed just before the IPO

• Revenue and profit: revenue went from ₹509.2 crore in FY24 to ₹881.9 crore in FY26 and profit after tax from ₹44.9 crore to ₹93.2 crore (DRHP p.73).
• Receivables: about 199 days of revenue at March 2024 and 192 at March 2026 on year-end balances (our arithmetic, DRHP p.31); operating cash flow turned to an outflow of ₹120.72 million in FY26 (DRHP p.75).
• Promoter pay rose from about ₹6.1 crore in FY24 to about ₹13.3 crore in FY26 (our arithmetic, DRHP p.91), with new terms from September 2026 (DRHP p.319).
• Auditor change: B S R & Associates LLP resigned on December 13, 2023 to align auditors across the group, and B S R & Co. LLP was appointed on December 29, 2023 and reappointed to FY29 (DRHP p.96).
• myHQ deconsolidated on September 22, 2023, giving a ₹206.50 million exceptional gain in FY24 (DRHP p.73, DRHP p.568).
• Private equity came in: 360 ONE funds invested from March to May 2024 at ₹2,714 a share, now ₹79.82 as adjusted (DRHP p.109, DRHP p.110).
• Acquisitions: HVS Anarock became a subsidiary on November 30, 2023 and Anarock Capital Advisors on March 1, 2025, for ₹535.03 million in all (DRHP p.30, DRHP p.152). The February 2025 purchases were from Khushi Trust (₹225.00 million), Coralred (₹90.00 million) and Om Sai Trust (₹45.00 million) (DRHP p.301).
• Last cash allotments: rights shares at ₹2,714 to Khushi Trust and Om Sai Trust on March 14, 2025 and stock-option shares at ₹10 on March 31, 2025 (DRHP p.107).
• Management Services started on November 1, 2025 (DRHP p.30).
• Converted to a public company: resolution on August 18, 2026, certificate dated September 2, 2026 (DRHP p.3).
• A split from ₹10 to ₹1 under resolutions of September 12, 2026, and a 2.4:1 bonus allotted on September 24, 2026 (DRHP p.108).
• DSP Design acquired: 53.68% on September 27, 2026 for ₹640.12 million, about ₹64.0 crore (DRHP p.148).
• Board rebuilt: three independent directors joined in September 2026 (DRHP p.317, DRHP p.318).
• Promoters named: the board identified the six promoters on September 12 and September 30, 2026 (DRHP p.338).
• Filings corrected: a compounding application to the RBI on September 20, 2026 for FC-GPR filings delayed six to nine years, and two adjudication applications to the RoC on September 29, 2026 (DRHP p.38).

13Capacity and expansion

There is no plant. This is a services business whose capacity is people and offices. Permanent employees rose from 1,477 at March 2024 to 2,192 at March 2026, and those at Vice President and above from 94 to 228 (DRHP p.43). All offices are leased or licensed, including the registered office from Anuj Puri (DRHP p.53, DRHP p.286).

Source: DRHP p.43, DRHP p.33, DRHP p.162. What the issue adds, in the company's own units: nine senior hires from April 2027 and AI team spending through FY31 (DRHP p.148, DRHP p.145). The document does not link these additions to a number of mandates, area or revenue, and none is inferred here.

14Market size and industry structure

As claimed: the industry report is by Knight Frank, "Real Estate Industry Report for Anarock Property Consultants Limited", dated September 30, 2026, commissioned and paid for by the company for the offer (DRHP p.29, DRHP p.258). It puts the Indian real estate market at about USD 648 billion in 2025 (DRHP p.147). The total primary residential brokerage market grew from about ₹107,000 million in 2021 to about ₹260,000 million in 2025, and its organised part from about ₹77,000 million to about ₹215,000 million (DRHP p.267). The commercial leasing brokerage fee pool was about ₹15,050 million in 2025 (DRHP p.280).

The part that is addressable: primary home sales for developers, commercial and retail leasing, land and investment advisory, project management and building software, mostly in 15 Indian cities and Dubai (DRHP p.259). The document does not add these into one addressable figure.

What the company is today: the company-commissioned report puts the company at about 3% of the organised market and about 10.1% of Transaction Services on proforma figures (DRHP p.267). FY26 Transaction Advisory revenue of ₹4,424.53 million compares with the report's organised primary brokerage market of about ₹215,000 million in 2025, about 2.1%, though one is a fiscal year and the other a calendar year (our arithmetic, DRHP p.30, DRHP p.267).

On structure, the commissioned report says the organised share of primary residential brokerage rose from about 72% to about 83% between 2021 and 2025, and that outsourced residential sales rose from 42% of sales in 2022 to 49% in 2025 (DRHP p.267). RERA-registered agents rose from 27,073 in 2018 to 105,712 in 2025 (DRHP p.277). It records unsold stock of about 525,695 homes across the top eight cities at H1 2026 (DRHP p.256). Demand depends on interest rates, developer finance and launches, which the company names as its principal external risk (DRHP p.29).

15Competitive position

Source: DRHP p.73, DRHP p.586, DRHP p.585, DRHP p.39, DRHP p.284, DRHP p.285. The document names these competitors but gives none of their figures. It also lists local brokers, developers' in-house teams, proptech platforms and, after DSP Design, architecture and design firms (DRHP p.40, DRHP p.285).

What the company puts forward: an exclusive mandate model where developers pay marketing and broker costs directly, over 480 mandates and about ₹400,000 million of homes sold from FY24 to FY26, relationships with over 400 developers, a CRM in use since 2017 with AI tools that assisted 8.96% of FY26 home sales by value, and two patents and six registered trademarks (DRHP p.267, DRHP p.36, DRHP p.48, DRHP p.284). Against that: two segments are 84.96% of revenue, mandates run 9 to 24 months and must be replaced, and the commissioned report ranks the company fourth among the ten benchmarked firms in Transaction Services revenue (DRHP p.30, DRHP p.33, DRHP p.268).

16Peers the company named

Peers named in the offer document: none. The document says no listed company in India or abroad has a similar business, so it gives no peer comparison (DRHP p.160, DRHP p.161).

The commissioned Knight Frank report benchmarks the company against ten firms: JLL, CBRE, Cushman & Wakefield, Knight Frank (India), Colliers International, Savills and Vestian, and the domestic firms Xanadu Realty and Square Yards (DRHP p.39). JLL, CBRE and Cushman & Wakefield are listed in New York, Colliers on NASDAQ and Toronto and Savills in London; the rest are private (DRHP p.39).

The document says those listed abroad belong to global commercial real estate groups whose revenue mix, footprint and capital structure differ materially from the company's (DRHP p.39). It gives no size, margin or price figures for any of them. With no price band, no P/E for the company can be stated; FY26 basic EPS is ₹7.46 on the ₹1 share (DRHP p.74).

17Risks, in plain words

Business: two segments, Transaction Advisory and Leasing and Investment Advisory, were 84.96% of FY26 revenue (DRHP p.30) → both depend on new home launches, office demand and capital flows, which can fall together → a downturn would hit most of revenue at once, while employee costs, 63.53% of total expenses, are largely fixed in the short term (DRHP p.44).

Customers: mandates are for set projects or terms and do not commit clients to future business (DRHP p.32) → revenue has to be won again as mandates end → 165 exclusive mandates were active at March 2026, each typically 9 to 24 months (DRHP p.33).

Financial: receivables were ₹4,642.09 million, 52.64% of FY26 revenue (DRHP p.31) → collections set cash flow, which was an outflow of ₹120.72 million in FY26 (DRHP p.40) → bad debts of ₹507.01 million were written off in FY26 (DRHP p.32).

Newer businesses: Management Services, Anacity and ACP all made segment losses in FY26, of ₹27.86 million, ₹156.89 million and ₹63.19 million (DRHP p.34) → the issue puts ₹400.00 million into the two platforms (DRHP p.141) → Anacity has lost money in each of the three years (DRHP p.34).

Acquisition: ₹1,480.00 million goes to acquiring the rest of DSP Design at prices tied to its future adjusted EBITDA (DRHP p.150) → the price could be higher, funded from internal accruals, or the money could sit unused if DSP Design makes losses (DRHP p.31, DRHP p.32) → DSP Design's adjusted EBITDA was ₹(364.47) million in FY24 (DRHP p.151) and it brings ₹524.44 million of borrowings (DRHP p.49).

Regulation: residential work depends on RERA registration in each state (DRHP p.41) → the Goa application has been pending since November 14, 2025 (DRHP p.41) → FC-GPR filings for nine allotments were six to nine years late and are under RBI compounding (DRHP p.38).

Promoters: Anuj Puri's new pay includes 12.5% of group profit before tax (DRHP p.319), and the 360 ONE return-sharing arrangement benefits some promoters on a full exit (DRHP p.304) → these align pay with profit and exit value → the size of either payment is not given.

Legal: a criminal FIR names two promoters and a senior manager (DRHP p.593) → it is pending → no amount is quantified.

Issue-specific: 50.0% of the offer for sale is by 360 ONE funds whose adjusted cost is ₹79.82 a share, and 42.5% by promoters whose average costs are ₹20.68 to ₹29.16 (our arithmetic, DRHP p.140, DRHP p.125); one lead manager is an associate of the 360 ONE sellers (DRHP p.56); and up to 35% of the gross fresh issue has no named use yet (DRHP p.142).

18Litigation and regulatory matters

Criminal: apart from the FIR above, the criminal matters are cheque-dishonour complaints filed by the company (four, ₹3.26 million) and by a subsidiary (three, ₹1.50 million) (DRHP p.593). The Enforcement Directorate summoned Subramanian Sriniwasan in 2025 and 2026 in connection with IVR Hotels & Resorts, and the director appeared on August 28, 2025 (DRHP p.595).

Tax: in the AY 2022-23 assessment, ₹118.93 million of bad debts were disallowed and ₹454.59 million of TDS credit was not granted; the company has appealed and applied for rectification (DRHP p.592, DRHP p.593). Regulatory: a SEBI settlement application by a Kotak fund names Subramanian Sriniwasan, with the order awaited (DRHP p.595, DRHP p.596); two adjudication applications on DPT-3 and MGT-7 filings are before the RoC (DRHP p.597).

Civil: no material civil proceedings for the company, subsidiaries, promoters or directors (DRHP p.592, DRHP p.594). Directors other than promoters have one tax case of ₹0.23 million (DRHP p.596).

19Related-party transactions

Source: DRHP p.90, DRHP p.91, DRHP p.92. The company also paid Coralred Consultants and Traders LLP ₹90.00 million for Anarock Capital Advisors shares in FY25 and issued shares to Khushi Trust for ₹92.00 million (DRHP p.90). Share-based payment expense of ₹89.67 million for Shobhit Agarwal and ₹44.84 million for Santhosh Kumar Janardhana was recorded in FY25 (DRHP p.91). Relatives of a key managerial person received pay: Priti Puri ₹8.75 million, Aashreen Puri ₹7.06 million, Aayush Dev Puri ₹7.81 million and Arvind Puri ₹2.31 million in FY26 (DRHP p.92). A chartered accountant certifies all related-party transactions in the three years as at arm's length (DRHP p.52).

What appeared or changed in the two years before filing: the February 2025 purchases of Anarock Capital Advisors shares from Khushi Trust, Coralred and Om Sai Trust at a registered valuer's ₹36,000 a share, turning an entity where key personnel had influence into a subsidiary (DRHP p.301, DRHP p.90); pay for Aayush Dev Puri from FY26 (DRHP p.92); the royalty-free copyright assignment by Anuj Puri in September 2026 (DRHP p.305); new pay terms for Anuj Puri in September 2026 (DRHP p.319); and Priti Puri joining DSP Design's board as a non-executive director (DRHP p.336).

The full related-party note sits in the image pages of the financial statements and was not read.

20What the offer document does not say

The clients behind the concentration figures are not named. Fee rates per mandate, by city or by year are not given, so growth cannot be split into volume and price. Organic and acquired growth are not separated for Leasing and Investment Advisory. The 360 ONE return-sharing payment, and what Anuj Puri's 12.5% profit share would have come to on past profits, are not quantified.

The basis of the four DSP Design tranche prices beyond adjusted EBITDA, DSP Design's order book and its client list are not given in the pages read. Who borrowed the ₹473.84 million of loans at March 2026, and the loan on which the auditor noted delays, are not identified in the text pages. The general corporate purposes amount, offer expenses, price band and share counts in the offer are blank.

Some inconsistencies are recorded as document matters, not business ones: the litigation summary shows ₹82.00 million against the company while the tax table totals ₹85.54 million (DRHP p.52, DRHP p.592); DSP Design is dated September 27, 2026 in one place and September 28 in another (DRHP p.148, DRHP p.256); the DSP subscription is ₹400.04 million in one place and ₹400.00 million in another (DRHP p.149, DRHP p.301); the split and bonus are dated September 12, 2026 in the transactions table and the bonus September 24, 2026 in the capital history (DRHP p.167, DRHP p.108); and the FY25 management discussion describes Anacity's loss figures as ACP's (DRHP p.573, DRHP p.34).

21Five questions for management

1. Who borrowed the ₹473.84 million of loans outstanding at March 2026, at what rate, and which loan did the auditor flag for delayed principal and interest?
2. What was the average fee rate on exclusive mandates, as a share of gross transaction value, in each of FY24 to FY26?
3. How much of Leasing and Investment Advisory's ₹1,841.06 million revenue increase came from Anarock Capital Advisors and HVS Anarock, net of inter-company revenue?
4. What adjusted EBITDA for DSP Design does the ₹1,714.00 million estimate for the four remaining tranches assume in each year?
5. What would Anuj Puri's 12.5% profit share and 15% revenue incentive have come to in FY26 under the new terms?

2Sources and cited facts

This study was read from 2 documents the company filed. The 174 figures it cites are listed under the document each came from, with the page and the sentence as printed.