Dev Accelerator Ltd Directors Report

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The summary of the Companys Audited financial performance, both standalone and consolidated, for the financial year ended March 31, 2026, is summarised below:

Particulars	FY 2025-26	FY 2024-25
Revenue from operations	17,091.11	12,726.10
Other income	946.8	2,159.66
Total Income	18,037.91	14,885.76
Operating Expenses	3,031.15	2,487.37
Employee Benefits Expense	1,078.38	1,151.76
Finance Costs	4,400.37	4,445.62
Depreciation and Amortisation Expenses	5,877.98	5,220.34
Other Expenses	2,635.18	1,481.34
Total Expenses	17,023.05	14,786.43
Profit before exceptional items and tax	1,014.85	99.33
Exceptional Items	-18.09	-
Profit before tax	1,032.94	99.33
Tax Expenses/(Credit)	769.16	-49.55
Net profit for the year	263.78	148.88
Other Comprehensive Income (net of tax)	6.62	-1.21
Total Comprehensive Income for the year	270.4	147.67
(Consolidated) (in Lacs)
Particulars	FY 2025-26	FY 2024-25
Revenue from operations	22,592.26	15,887.45
Other income	956.82	1,901.29
Total Income	23,549.08	17,788.74
Cost of Goods and Services	6,493.31	4,831.03
Employee Benefits Expense	1,969.01	1,321.16
Finance Costs	4,443.54	4,455.41
Depreciation and Amortisation Expenses	5,888.24	5,221.68
Other Expenses	3,200.44	1,685.65
Total Expenses	21,994.54	17,514.93
Profit before exceptional items and tax	1,554.54	273.81
Exceptional Items	-18.09	-
Share of Profit of Associate	-1.37	-2.94
Profit before tax	1,571.26	270.87
Tax Expenses/(credit)	687.05	92.64
Net profit for the year	884.21	178.23
Other Comprehensive Income (net of tax)	9.7	-1.21
Total Comprehensive Income for the year	893.91	177.022.

STATE OF COMPANYS AFFAIRS:

As on March 31, 2026, the Companys Managed Campus platform comprised an aggregate Saleable Business Area of approximately 0.83 million square feet across 28 centers located in 12 cities, including Ahmedabad, Gandhinagar, Pune, Hyderabad, Mumbai, Noida, Vadodara, Surat, Rajkot, and Udaipur. These centers provided a total seating capacity of 13,604 seats. During the year under review, the Company served 335 clients across its operational centers, with an occupied capacity of approximately 12,015 seats.

The Company primarily focuses on Tier-II and emerging commercial markets, where it leases large bare-shell properties in strategic locations and transforms them into fully managed, technology-enabled campuses equipped with modern infrastructure and employee-centric amenities. These campuses are designed to provide clients with high-quality, flexible, and productive work environments that support business growth and employee engagement.

The Companys solutions cater to a diverse range of occupiers, accommodating teams ranging from fewer than 50 seats to more than 1,000 seats. The Company maintains a strategic focus on medium and large enterprises with requirements exceeding 300 seats, enabling it to establish long-term client relationships and achieve operational scale across its portfolio.

The Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified under Section 133 of the Companies Act, 2013 (the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014, by the Ministry of Corporate Affairs.

On standalone basis the Company has earned a total income of 18,037.91 Lacs in the current FY 2025-26 as compared to total income of 14,885.76 Lacs of previous financial year. Further during the financial year under review, the Company has achieved net profitability (after tax) of 263.78 Lacs as compared to profit of 148.88 Lacs of Previous Financial Year.

On Consolidated basis the Company has earned a total income of 23,549.08 Lacs in the current FY 2025-26 as compared to total income of 17,788.74 Lacs of previous financial year. Further during the financial year under review company has achieved net profitability (after tax) of 884.21 Lacs as compared to profit of 178.23 Lacs of previous financial year.

There has been no change in the nature of business of the Company during the year under review.

3. INITIAL PUBLIC OFFER & CONSEQUENT LISTING OF EQUITY SHARES ON NATIONAL STOCK EXCHANGE OF INDIA LIMITED AND BSE LIMITED:

The Equity Shares of the Company got listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from September 17, 2025, pursuant to the Initial Public Offer (IPO) of the Company by way of fresh issue of 2,35,00,000 (Two Crores Thirty Five Lacs) Equity Shares aggregating to 143,35,00,000/- (Rupees One Hundred and Forty Three Crores Thirty Five Lacs Only).

The issue was opened for subscription from September 10, 2025 to September 12, 2025. The anchor issue was opened on September 09, 2025.

The Company has completed its IPO successfully with participation of several leading domestic and global institutional investors as well as NRIs, HNIs and retail investors. The Board is deeply grateful and honored by the trust and confidence shown in the Company by its members. The Board would also like to express its sincere appreciation for the invaluable support from various Authorities, Book Running Lead Manager, Stock Exchanges, Depositories, Legal Counsels, Consultants, Auditors, and the Companys Employees, all of whom contributed significantly to the remarkable success of the Companys maiden IPO.

Pursuant to Regulation 41 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as the issue size was in excess of 100 Crores (Rupees One Hundred Crores), the Company was required to appoint a credit rating agency registered with the Securities and Exchange Board of India (SEBI) as the Monitoring Agency. Accordingly, the Company appointed Infomercies Valuation and Rating Limited as monitoring agency for this Offer.

4. FUND RAISING:

Convertible Warrants and Equity shares

The Board of Directors at its meeting held on March 24, 2026, have approved issuance of up to 33,33,330 (Thirty Three Lacs Thirty Three Thousand Three Hundred Thirty) Warrants each convertible into, or exchangeable for, 1 (one) fully paid up equity share of the Company of face value of 2/- (Rupees Two only) each at a price of 45 (Rupees Forty Five only) each payable in cash, aggregating up to 14,99,99,850 (Rupees Fourteen Crores Ninety Nine Lacs Ninety Nine Thousand Eight Hundred Fifty Only) and up to 44,44,440 (Forty Four Lacs Forty Four Thousand Four Hundred Forty) fully paid up Equity Shares of the Company having face value of 2/- (Rupees Two only) each, at a price of 45/- (Rupees Forty-Five Only) [including a premium of 43/- (Rupees Forty Three Only)] per Equity Share, aggregating up to 19,99,99,800/- (Rupees Nineteen Crores Ninety Nine Lacs Ninety Nine Thousand Eight Hundred only) (Issue).

The members of the Company, through postal ballot have accorded approval for the said issue on April 23, 2026. The Company has also received In-principle approval from BSE Limited vide letter LOD/PREF/KS/FIP/343/2026-27, dated June 08, 2026. and National Stock Exchange of India Limited vide letter NSE/LIST/54231, dated June 09, 2026.

Pursuant to this the Board of Directors at its meeting held on June 16, 2026, have allotted 33,33,330 (Thirty Three Lacs Thirty Three Thousand Three Hundred Thirty) Convertible Warrants and 44,44,440 (Forty Four Lacs Forty Four Thousand Four Hundred Forty) fully paid-up Equity Shares of the Company to the allottees.

Non-convertible Debentures

The Board of Directors at its meeting held on May 19, 2026 proposed to issue up to 1,00,000 (One Lacs) Senior, Secured, Rated, Listed, Redeemable, Taxable, Transferable Non-Convertible Debentures having face value of 10,000/- (Rupees Ten Thousand Only) each aggregating up to 100 Crores (Rupees One Hundred Crores Only) in one or more tranches or series (NCDs), on a private placement basis, to certain eligible investors.

The Board of Directors have appointed Catalyst Trusteeship Limited as Debenture trustee of the said issue of NCDs.

The Executive Committee of the Company, at its meeting held on August 04, 2026, has allotted 1,00,000 (One Lakh) Senior, Secured, Rated, Listed, Redeemable, Taxable, Transferable Non-Convertible Debentures having face value of Rs.10,000/- (Rupees Ten Thousand Only) to the identified investors in accordance with the terms and conditions as set out in the General Information Document dated July 22, 2026 and the Key Information Document dated August 03, 2026.

The said Non Convertible Debentures are listed and admitted to trading on the BSE Debt Segment with effect from August 06, 2026.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE ACT:

During the year under review, the Company did not transfer any sum to General Reserve Account.

6. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. DIVIDEND:

During the year under review, your Board has not recommended any dividend. The Dividend Distribution Policy is available on the website of the Company at https://www.dexwork/investor-relations/governanceRstab=statutory-policies. This policy sets out the parameters and circumstances that will be taken into account by the Board of Directors of the Company in regard to distribution of dividend to its shareholders and/or retention of profits and also to provide clarity to the stakeholders on the dividend distribution strategies of the Company.

8. PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on March 31, 2026, the Company has following Associates and Subsidiaries:

Name of Company	Nature	Country of Incorporation	Percentage of Holding
1. Neddle And Thread Designs LLP	Subsidiary	India	99%
2. Saasjoy Solutions Private Limited	Subsidiary	India	100%
3. Finclave Accel LLP	Associate	India	33.33%
4. Swadesh Venture Fund LLP	Associate	India	50%
5. Janak Urja Private Limited	Associate	India	43.69%
6. Eezily Networks Private Limited	Associate	India	35%

During the financial year under review, Scaleax Advisory Private Limited and Fractoprop LLP ceased to be Associate of the Company.

While during the financial year under review, the Company has made an investment of 35,000/- (Rupees Thirty Five Thousand only) reflecting 3500 (Three Thousand Five Hundred) Equity Shares of 10 each, i.e. 35% in Equity Share Capital of Eezily Network Private Limited in the capacity of subscriber.

The Company does not have any Joint Ventures during the year.

There has been no material change in the nature of the business of the subsidiaries.

The Board reviews the affairs of the Companys associates and Subsidiaries at regular intervals. In accordance with section 129(3) of the Act, also the as per Indian Accounting Standard Company has prepared consolidated Financial Statements of the Company which form part of this Annual Report. In compliance with the provisions of Section 136 of the Act, the audited financial statements of associates and Subsidiaries are uploaded on https://www.devx.work/investor-relations/financialsRstab=financials.

Further, a statement containing salient features of the Financial Statements of the Companys associates and Subsidiaries is given in prescribed form AOC-1 which forms part of this Annual report. The said form also highlights the financial performance of each of the subsidiaries and associates included in the Consolidated Financial Statements.

In compliance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Company has formulated a policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.dexwork/investor-relations/governanceRstab=statutory-policies.

During the year under review, Neddle and Thread Designs LLP was Material Subsidiary of the Company.

9. CAPITAL STRUCTURE OF THE COMPANY:

Authorised Share Capital:

The Authorised Share Capital of the Company is 30,00,00,000/- (Rupees Thirty Crores) which consist of Equity Shares capital of 13,17,50,000 (Thirteen Crores Seventeen Lacs Fifty Thousand) Equity Shares of 2/- (Rupees Two Only) each and Preference Shares of 36,50,000 (Thirty Six Lacs Fifty Thousand) preference shares of 10/- (Rupees Ten Only) each.

Issued, Subscribed and Paid-Up Capital:

As on March 31, 2026, the Issued, Subscribed and Paid-Up Capital of the Company is 18,03,75,030 (Rupees Eighteen Crores Three Lacs Seventy Five Thousand and Thirty Only) divided into 9,01,87,515 (Nine Crores One Lacs Eighty Seven Thousand Five Hundred and Fifteen) Equity Shares of 2/- (Rupees Two Only) each and 35,77,519 (Thirty Five Lacs Seventy Seven Thousand Five Hundred and Nineteen) Preference Shares of 10/- (Rupees Ten Only) each.

During the year under review, the Company successfully launched an IPO by way of fresh issuance of 2,35,00,000 (Two Crores Thirty Five Lacs) equity shares having a face value of 2/- (Rupees Two only) for cash, each at a price of 61/- (Rupees Sixty One) per equity share (including Premium of 59/- (Rupees Fifty Nine) per equity share) aggregating to 143,35,00,000/- (Rupees One Hundred and Forty Three Crores Thirty Five Lacs Only) on September 15, 2025.

The Board of Directors of the Company, at its meeting held on January 31, 2026, approved the variation in the terms of the redemption clause of 35,77,519 (Thirty Five Lacs Seventy-Seven Thousand Five Hundred Nineteen) 0.01% Non-Convertible, Non-Cumulative, Non-Participating, Redeemable Preference Shares of 10/- (Rupees Ten Only) each, held by and issued to our Corporate Promoter and Preference Shareholder, Dev Information Technology Limited, by extending the tenure of the said Preference Shares for a further period of 5 (five) years beyond the maturity date i.e. from March 26, 2021 to March 26, 2031.

Your Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor sweat equity shares.

The Company has Dev Accelerator Limited Employee Stock Option Plan - 2023 (ESOP Plan) that has been laid down in accordance with the terms of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and the Act. Further, the Ratification of ESOP Plan in terms of SEBI SBEB Regulations is proposed to be taken in the ensuing Annual General Meeting.

The Company has not granted stock options to any of the employees till the date of this report. Pursuant to Part F of SEBI SBEB Regulations we would like to provide following information:

Sr No. Particulars Details 1 Number of options outstanding at the beginning of the period 54,87,090 2 Number of options granted during the year 0 3 Number of options forfeited / lapsed during the year 0 4 Number of options vested during the year 0 5 Number of options exercised during the year 0 6 Number of shares arising as a result of exercise of options 0 7 Money realised by exercise of options (INR), if scheme is implemented directly by the Company 0 8 Loan repaid by the Trust during the year from exercise price received 0 9 Number of options outstanding at the end of the year 54,87,090 10 Number of options exercisable at the end of the year 0

Except mentioned, there is no change in capital structure of your company during the year under review.

10. BOARD MEETINGS:

During the year under review, 9 (Nine) meetings of the board were held during the FY 2025-26. The intervening gap between two consecutive meetings was not more than the prescribed period under the Act. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report.

11. GENERAL MEETING:

During the year under review, the Company has not conducted any Extra-Ordinary General Meeting. The 5th Annual General Meeting of the Company was held on Tuesday, July 29, 2025.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

a. The present composition of the Board of the Company is as under:

Name of Director	DIN	Designation
Mr. Parth Naimeshbhai Shah	07496443	Chairman and Whole Time Director
Mr. Umesh Satishkumar Uttamchandani	07496423	Managing Director
Mr. Rushit Shardulkumar Shah	07496984	Whole Time Director
Mr. Yash Himanshu Shah	06698067	Non Executive Director-Non Independent Director
Mr. Jaimin Jagdishbhai Shah	00021880	Non Executive Nominee Director
Mrs. Gopi Trivedi	05004124	Independent Director
Mr. Anand Anilbhai Patel	00002277	Independent Director
Mr. Anish Alerk Patel	00034602	Independent Director
Mr. Pathik Shailesh Patwari	02428297	Independent Director
Mr. Praveen Kumar	09617351	Independent Director

The Board comprised of 10 (Ten) Directors with an appropriate mix of Non-Executive Directors, Executive Directors and Independent Directors

b. As on March 31, 2026, Mr. Anjan Trivedi is the Company Secretary and Compliance Officer and Mr. Parthiv Panchal and Mr. Parin Shah are the Joint Chief Financial Officers of the Company.

c. During the year under review, none of the directors / key managerial personnel are appointed or resigned.

d. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of the Annual Report.

e. Retirement by Rotation and subsequent re-appointment:

In accordance with the provisions of Section 152 and other applicable provisions, of the Act, Mr. Yash Himanshu Shah [DIN: 06698067], Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. In terms of sub-regulation (3) of Regulation 36 of SEBI Listing Regulations, brief resume of Mr. Yash Himanshu Shah [DIN: 06698067], Non-Executive Director, who is retiring by rotation and proposed to be appointed, is provided in the Notice section forming part of this Annual Report.

f. Re-appointment of the Nominee Director:

Pursuant to the Article 791 of the Article of Association of the Company, our Corporate Promoter i.e. Dev Information Technology Limited shall have the right to nominate and appoint Mr. Jaimin Jagdish Shah [DIN: 00021880] as its nominee Director on the Board of Directors of the Company, in the first general meeting of the shareholders which is convened after the date on which the Equity Shares of the Company are listed on a recognised stock exchanges, by way of a special resolution. In terms of sub-regulation (3) of Regulation 36 of SEBI Listing Regulations, brief resume of Mr. Jaimin Jagdishbhai Shah [DIN: 00021880], Non-Executive Nominee Director, who is proposed to be reappointed, is provided in the Notice section forming part of this Annual Report.

g. Declarations from the Independent Directors:

The Company has received declarations from the Independent Directors of the Company under Section 149(7) of the Act, confirming that they meet criteria of Independence as per relevant provisions of the Act and SEBI Listing Regulations. At the first meeting of Board held for FY 2025-26, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs of Company.

13. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors and KMPs appointment and remuneration and other matters (Nomination and Remuneration Policy) which is available on the website of your Company at https://www.devx.work/investor-relations/governanceRstab=statutory-policies

The disclosure of remuneration paid to Directors and Key Managerial Personnel during the FY 2025-26 was in accordance with the Nomination and Remuneration Policy and is given in the Financial Statements.

Mr. Jaimin Shah, Nominee Director and Mr. Yash Shah, Non-Executive director are not entitled to receive any remuneration or sitting fees from the Company.

The Non-Executive Independent Directors are paid by way of sitting fees.

14. COMMITTEE OF BOARD OF DIRECTORS:

The Company has the following Committees of the Board:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Executive Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Corporate Governance Report.

The minutes of the Meetings of all Committees are circulated to the Board for its noting.

During the year, the Board has dissolved IPO Committee.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted policy of Vigil Mechanism / Whistle Blower in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations for adequate safeguards against victimisation of persons. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company viz. https://www.devx.work/investor-relations/governanceRstab=statutory-policies

16. ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTORS:

During the year under review, the Company conducted Board Evaluation as part of its efforts to evaluate, identify, improve and thereby enhancing the effectiveness of the Board of Directors, its committees and individual directors. This was in line with the requirements mentioned in the Act and the SEBI Listing Regulations.

The Company has also devised a policy for performance evaluation of the Board, Committees and other individual directors (including Independent Directors) which includes criteria such as the composition of committees, effectiveness of committee meetings, attendance of directors, active participation at various meetings, compliances of various laws/codes and policies, etc.

The Board of Directors of the Company has carried out an annual evaluation of its own performance, board committees and individual directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition, its structure, effectiveness of board processes, information flow and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors held on March 14, 2026, performance of nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

The results of evaluation can be concluded that there was a high level of board effectiveness with no areas of major concerns and the Board committees and the Directors were performing their duties adequately. Policy of Evaluation of the Board is available on the website of the Company viz. https://www.devx.work/investor-relations/governanceRstab=statutory-policies

17. DEPOSITS:

The Company has neither accepted any deposit from public under Section 73 and 76 of the Act nor any amount of principle or interest was outstanding as on March 31, 2026.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews and controlled self-assessment.

19. CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the Financial Year ended March 31, 2026, has been presented in a separate section forming part of this Annual Report and is annexed as Annexure - A review of the performance and future outlook of the Company and its businesses, as well as the state of the affairs of the business, along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

21. CORPORATE GOVERNANCE REPORT

Your Directors adhere to the requirements set out in Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, Corporate Governance Report as stipulated in the SEBI Listing Regulations is annexed as Annexure - B hereto and forms part of this Report along with Certificates from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance.

22. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditor and Audit Report:

The Members of the Company, at the Annual General Meeting held on September 25, 2024, have appointed M/s Nisarg J Shah & Co, Chartered Accountants, Ahmedabad, FRN No. 128310W as the Statutory Auditors of the Company for a term of 5 (five) years i.e. from the conclusion of 04th Annual general meeting till the conclusion of 9th Annual General Meeting for the year ending March 31, 2029 i.e. for the FY 2024-25 to 2028-29.

The Statutory Auditors have issued Audit Reports with an unmodified opinion on the Standalone and Consolidated financial statements of the Company for the FY 2025-26.

The Notes on financial statement referred to in Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further the Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Act.

b) Secretarial Auditor and Audit Report:

Pursuant to the provisions of Section 204 of the Act and Regulation 24A of SEBI Listing Regulations, M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary [C P No. 14284, Peer Review No. 1615/2021], was appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for FY 2025-26. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report is annexed in Annexure - C to this Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

It is proposed to appoint M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary [C P No. 14284, Peer Review No. 1615/2021] as the Secretarial Auditors of the Company for a period of 5 (five) years w.e.f. April 01, 2026 to March 31, 2031, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

A resolution in this regard for seeking approval of the Shareholders forms part of the Notice of the ensuing AGM.

c) Internal Auditor:

As per the provisions of Section 138 of the Act and Rules made thereunder, the Company has appointed Grant Thornton Bharat LLP, as Internal Auditors for the FY 2025-26. The report issued by Internal Auditor was reviewed by the Audit Committee and the Board.

23. REPORTING OF FRAUDS BY AUDITORS:

Pursuant to Section 134 (3) (ca) of the Act, the Auditors have not reported any instances of frauds committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Act, details of which needs to be mentioned in this Report.

24. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Act read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS REMARKS

A) CONSERVATION OF ENERGY:

> the steps taken or impact on conservation of energy; The Corporation is taking due care for using electricity in the office and its branches. The Corporation usually takes care for optimum utilisation of energy. No capital investment on energy Conservation equipment made during the financial year.

> the steps taken by the Company for utilising alternate sources of energy;

> the capital investment on energy conservation equipment;

B) TECHNOLOGY ABSORPTION:

> the efforts made towards technology absorption;

> the benefits derived like product improvement, cost reduction, product development or import substitution;

> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not applicable since 5 years period is over

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

> the expenditure incurred on Research and Development Not Applicable

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows Earning: GBP: 2,45,761.92/- (Great British Pound) Outgo: USD: 17,950.60/- (United States Dollars)

25. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, as amended from time to time, the Annual Return in the form MGT-7 is available on the Companys website at https://www.devxwork/investor-relations

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Act, are provided in the Audited financial statements.

Further, the aggregate of loans given, guarantees given, securities provided and investments made by the Company are within the limits prescribed and in compliance with Section 186 of the Act.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a policy on Materiality of Related Party Transactions.

The policy can be accessed on the Companys website at https://www.devxwork/investor-relations/governanceRstab=statutory-policies

During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per the SEBI Listing Regulations, if any related party transaction exceeds the thresholds specified in Schedule XII of SEBI Listing Regulations, would be considered as material and require members approval. However, there were no material transactions of the Company with any of its related parties. Therefore, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence, the same is not required to be provided.

Details of related party transactions entered into by the Company in terms of Ind AS - 24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of this Annual Report.

28. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

29. STATEMENT OF DIRECTORS RESPONSIBILITY:

Pursuant to requirement under Section 134(3)(c) of the Act, Directors of the Company, confirm that:

(a) in the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the financial year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

30. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration of Directors, KMPs and employees and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for financial year:

Sr No	Name of Director	Ratio to median Remuneration
1	Mr. Umesh Satishkumar Uttamchandani	10.10
2	Mr. Rushit Shardulkumar Shah	10.10
3	Mr. Parth Naimeshbhai Shah	10.10
4	Mr. Yash Himanshu Shah	0
5	Mr. Jaimin Jagdishbhai Shah	0
6	Ms. Gopi Trivedi	0.13
7	Mr. Anand Anilbhai Patel	0.15
8	Mr. Anish Alerk Patel	0.12
9	Mr. Pathik Shailesh Patwari	0.12
10	Mr. Praveen Kumar	0.13

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Sr No	Name of Director	Designation	% increase in remuneration in the financial year
1	Mr. Umesh Satishkumar Uttamchandani	Director	20.00
2	Mr. Rushit Shardulkumar Shah	Director	20.00
3	Mr. Parth Naimeshbhai Shah	Director	20.00
4	Mr. Yash Himanshu Shah	Director	0.00
5	Mr. Jaimin Jagdishbhai Shah	Director	0.00
6	Ms. Gopi Trivedi	Director	(3.56)
7	Mr. Anand Anilbhai Patel	Director	(11.16)
8	Mr. Anish Alerkt Patel	Director	47.08
9	Mr. Pathik Shailesh Patwari	Director	(23.59)
10	Mr. Praveen Kumar	Director	(14.64)
11	Mr. Parthiv Panchal	Joint Chief Financial Officer	27.01
12	Mr. Parin Shah	Joint Chief Financial Officer	0.00
13	Mr. Anjan Trivedi	Company Secretary	0.00

(iii) the percentage increase/decrease in the median remuneration of employees in the financial year; (20.59%)

(iv) the number of permanent employees on the rolls of company: 152 employees

(v) Average percentile increase/decrease) made in the salaries of employees other than the managerial personnel in the financial year i.e. 2025-2026 was - (17.61%) whereas the increase/decrease in the managerial remuneration (which includes remuneration of CFO and CS) for the same financial year was - 17.49%

(vi) A statement containing top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the statutory reports and the financials are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company.

Any member who is interested in obtaining a copy of the same may write to Company Secretary.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The information regarding complaints of sexual harassment is given below:

Sr. No. Particulars

1. Number of complaints of sexual harassment received in the year - NIL

2. Number of complaints disposed off during the year - NIL

3. Number of cases pending for more than ninety days - Not Applicable

32. RISK MANAGEMENT POLICY:

The Company operates in a dynamic business environment and is exposed to various internal and external risks that may impact its operations, financial performance, and strategic objectives. To effectively identify, assess, monitor, and mitigate such risks, the Company has established a Risk Management Framework. The framework facilitates a structured approach towards risk identification, evaluation of potential impact and likelihood, formulation of appropriate mitigation measures, and continuous monitoring of risk exposures. Through this risk management process, the Company endeavors to minimise adverse effects of risks and strengthen its ability to achieve sustainable growth and long-term value creation. The Company continuously monitors and evaluates the risks associated with its business operations and periodically reviews its risk management processes to ensure their effectiveness and relevance in a changing business environment. The Company remains committed to identifying potential risks at an early stage and implementing appropriate mitigation measures to minimise their impact. The internal control framework and governance mechanism enables the Company to safeguard its assets, optimise resource utilisation, and achieve its strategic and operational objectives in a sustainable manner. The Board of Directors has adopted and formalised the Risk Management Policy in compliance with the requirements of the Act and SEBI Listing Regulations. The policy can be accessed on the Companys website at https://www.devx.work/investor-relations/governanceRstab=statutory-policies Further, the Company is not required to constitute Risk Management Committee as per Regulation 21 of SEBI Listing Regulations.

33. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER (IPO)

Details of utilisation of proceeds of IPO including deviation or variation, if any, during the financial year under review, are given herein below:

(Amount in ? Lacs)

Sr No.	Original Object	Original Allocation	Funds Utilised*
1	Capital expenditure for fit-outs in the Proposed Centers	7,311.60	3,836.00
2	Repayment and/or pre-payment, in full or part, of certain borrowings availed by the Company including redemption of non-convertible debentures	3,500.00	3,500.00
3	General corporate purposes	1,926.30	1,926.30
	TOTAL *as at March 31, 2026	12,737.90	9,262.30

The Company has raised funds from the fresh issue amounting to 14,335 Lacs. The total issue expenses in relation to the Issue is 159710 Lacs, resulting in net proceeds of 12,737.90 Lacs.

There were no instances of deviation(s) or variation(s) in the utilisation of proceeds of IPO as mentioned in the objects of Offer in the Prospectus dated September 13, 2025, in respect of the IPO of the Company during the FY 2025-26.

34. COST RECORDS:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the Company.

35. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No amount is required to be transferred to Investor Education and Protection Fund pursuant to Section 124(5) of the Act.

36. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No such process initiated or pending against the Company during the period under review under the Insolvency and Bankruptcy Code, 2016.

37. MATERNITY BENEFIT ACT:

During the financial year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961.

38. ONE TIME SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:

The Company has not entered into One time settlement with any bank or financial institution during the financial year under review.

39. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company during the financial year under review.

40. GENERAL:

Your Company state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. The Company did not undertake any buy-back of its securities.

b. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

c. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d. There are no shares lying in demand suspense account/unclaimed suspense account. Hence no disclosure is required to be given for the same.

e. There was no revision of financial statements and the Boards Report of the Company during financial year;

41. ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS,

For DEV ACCELERATOR LIMITED

(Formerly known as Dev Accelerator Private Limited)

PARTH SHAH

CHAIRMAN AND WHOLE TIME DIRECTOR

DIN:07496443

DATE: AUGUST 12, 2026

PLACE: AHMEDABAD