Dev Accelerator Limited IPO

1. We incurred a loss of Rs. 128.30 million during Fiscal 2023, and reported negative EPS. While we turned PAT positive in Fiscal 2024, we cannot assure you that we will sustain profitability going forward. Our inability to sustain profitability by generating higher revenues and managing expenses may have an adverse effect on our business, results of operations, cash flows and financial condition.

2. We do not own the land and buildings at any of our Centers. Any defect in the title and ownership of the land and building where our Centers are located may result in our Centers being shut down, result in relocation costs for us and termination of our Client Agreement, which may adversely impact our results of operations and profitability.

3. We acquired 43.69% of the paid-up equity share capital of Janak Urja Private Limited (JUPL), one of our Associates and Group Companies, in pursuance of our PropCo-OpCo model and if we fail to realise the financial benefit of such investments, it could have a material adverse effect on our business, financial condition, cash flows and results of operations. Further, we may fail to successfully make acquisitions or investments, and we may not be able to successfully integrate acquisitions or achieve the anticipated benefits from these acquisitions or investments that we make.

4. Our success largely depends on our ability to identify the preferred buildings/ properties in preferred locations and sourcing such Centers at the right rate of rental and other commercial terms. We intend to allocate an aggregate of Rs.731.16 million of the Net Proceeds towards capital expenditure for fit-outs in the 4 (four) Proposed Centers, out of which we have not entered into any agreements for 2 (two) of the Proposed Centers. Any failure to do so will adversely affect our business, cash flows, results of operations and profitability.

5. Our top 10 customers contributed to 38.58%, 37.18% and 37.93% of our revenue from operations and our top 20 customers contributed to 54.13%, 53.53% and 53.33% of our revenue from operations for the Fiscals 2025, 2024 and 2023, respectively. Any decrease in revenues or sales from any one of our key customers may adversely affect our business and results of operations.

6. Our Managing Director is involved in a venture which is in the same line of business as that of our Company.

7. A portion of our new clients originate from brokers. The percentage of seats sold / facilitated through brokers as a percentage of the new seats sold was 19.45% in Fiscal 2023, and 75.41% in Fiscal 2024 which reduced to 43.75% in Fiscal 2025. In the event brokers gain market share compared to our direct booking channels or our competitors are able to negotiate more favorable terms with such brokers, our business, cash flows and results of operations may be adversely affected.

8. We have entered, and will continue to enter, into related party transactions which may turn out to be prejudicial to our interests. Further, our Promoter Directors and Key Managerial Personnel and members of our Senior Management have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits.

9. As of Fiscal 2025, Rs. 803.97 million of our revenue from operations from our flexible working spaces was derived from Centers located in Tier 2 cities with Ahmedabad, Gujarat accounting for Rs.482.84 million constituting 30.39% of our revenue from operations. Accordingly, a significant portion of our revenues from flexible working spaces are derived from Centers concentrated in few cities and any adverse developments affecting such Centers, cities or regions could have an adverse effect on our business, results of operations and financial condition.

10. Our cash flows from operating activities have been fluctuating in the past. We have experienced negative cash flows from investing activities of Rs. 380.08 million, Rs.408.59 million and Rs. 240.60 million in Fiscals 2025, 2024 and 2023, respectively. Further, we also have negative cash flows from financing activities of Rs.529.22 million and Rs. 36.57 million in Fiscals 2025 and 2023, respectively, and may continue to do so in the future, which could adversely affect our business, prospects, financial condition, cash flows, and results of operations.