Dev Accelerator Ltd. के निदेशक की रिपोर्ट

Your directors are pleased to present the 06th Annual Report of Dev Accelerator Limited (Formerly Known as Dev
Accelerator Private Limited) ("the Company/your Company"), together with the Audited Consolidated and Standalone
Financial Statement for the financial year ended March 31, 2026. This being the first report after the Initial Public Offer
and listing of the equity shares on September 17, 2025 with BSE Limited and National Stock Exchange of India Limited, the
Board places on record its gratitude to all the public shareholders and look forward to your continued faith and support.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

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

2. STATE OF COMPANY''S AFFAIRS:

As on March 31, 2026, the Company''s 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 Company''s 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 Company''s
Employees, all of whom contributed significantly to
the remarkable success of the Company''s 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 Infomerics 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 athttps://www.devx.work/investor-relations/governance?tab=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:

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 Company''s
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 onhttps://www.devx.
work/investor-relations/financials?tab=financials.

Further, a statement containing salient features
of the Financial Statements of the Company''s
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
athttps://www.devx.work/investor-relations/
governance?tab=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:

ESOP Plan is available on the website of your Company athttps://www.devx.work/investor-relations.

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:

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 Company''s 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:

I n 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 79.1 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. COMPANY''S 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
KMP''s 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/

governance?tab=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:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. 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/governance?tab=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 non¬
independent 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/
governance?tab=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 Company''s 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.

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 Company''s website athttps://www.devx.work/
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 Company''s
website athttps://www.devx.work/investor-
relations/governance?tab=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 member''s 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 Company''s 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) i n 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:

(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

(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:

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
Company''s website athttps://www.devx.work/
investor-relations/governance?tab=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:

* as at March 31, 2026

The Company has raised funds from the fresh
issue amounting to '' 14,335 Lacs. The total issue
expenses in relation to the Issue is '' 1597.10 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 demat 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 Board''s 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