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Dev Information Technology Ltd			Industry : Computers - Software - Medium / Small


BSE Code:	543462	NSE Symbol:	DEVIT	P/E(TTM):	16.39

ISIN Demat:	INE060X01034	Div & Yield %:	0.25	EPS(TTM):	2.46

Book Value(Rs):	12.604287	Market Cap ( Cr.):	227.2	Face Value(Rs):	2

Change Company

The Members,

DEV INFORMATION TECHNOLOGY LIMITED

Your directors are pleased to present the Twenty Eighth Annual Report of your company together with the

Audited Financial Statement of your company for the financial year ended, 31^st March, 2025. The summarized financial results for the year ended on 31^st March, 2025 is as under:

1. HIGHLIGHTS:

The key highlights for the Financial Year 2024-25 are:

• The company have recommended final dividend @5% (i.e. 0.25 per equity shares) of Rs. 5/- each on the equity shares out of the profit of the company for the financial year 2024-25.

• The company have recommended interim dividend @5% (i.e. 0.25 per equity shares) of Rs. 5/- each on the equity shares out of the profit of the company for the financial year 2024-

• Awards & Achievements: o MSP INDIA SUMMIT 2023 – MSP INDIA SUMMIT 2023 Award by Accent Infomedia Pvt. Ltd. under "IT" category. DEVIT has been awarded for the second time by MSP India Summit 2024 in a row for its contribution on various IT services to customers. o BEST MSP (MANAGED SERVICE PROVIDER) - DEV INFORMATION TECHNOLOGY LTD

(DEVIT) bags award for the "Best MSP (Managed Service Provider) by VAR India under "IT as

Service" category. o Dev Information Technology Limited (DEV IT) Achieves Significant Milestones on Foundation

Day, Secures Key Enterprise Contracts from USA based Clients. The Cloud Business Unit secured three major enterprise closures, marking a key achievement.

2. FINANCIAL RESULTS:

Summary of the financial results of the Company for the year under review is as under:

( In lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Net Total Income	16,332.33	15,869.83	18,390.89	16,511.57
Less: Operation and Admin Expenses	14074.68	14,453.30	16019.1	14,980.47
Profit before depreciation and Taxes	2257.65	1416.53	2371.79	1531.1
Less: Depreciation	220.29	123.53	303.94	139.97
Profit before interest and tax(PBIT)	2037.36	1293.00	2067.85	1391.13
Less: Interest	164.02	121.38	259.91	141.77
Profit before exceptional items and tax	1,873.34	1171.62	1,807.94	1249.36
Add: Extraordinary/ Exceptional Items	-	-	-	-
Share of Profit/Loss of Associate
Profit before Tax (PBT)	1,873.34	1171.62	1,807.94	1249.36
Less: Taxes (including deferred tax and	331.30	294.59	329.97	301.79
fringe benefit tax)
Profit after Tax (PAT)	1,542.04	877.03	1,477.97	947.57
Less: Minority Share in Company	-	-	(9.32)	18.78
Profit Attributable to Owners	-	-	1,487.29	928.79
Other Comprehensive Income
Items that will not be reclassified to	(11.52)	(9.89)	(5.85)	(12.22)
profit or loss
Income tax relating to items that will not	2.90	2.49	1.47	3.07
be reclassified to profit or loss
Total Comprehensive Income for the year	1,533.42	869.63	1,487.29	928.79

3. DIVIDEND:

Based on the Company's performance, the Board of Directors at their meeting held on May 29^th, 2025, has recommended payment @ 5% per equity share of the face value of 2/- (Rupees two only) each as final dividend for the financial year ended March 31, 2025. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

*The dividend amount per equity share is proportionately adjusted to account for the sub-division of shares, while maintaining the declared dividend rate of 5% per equity share based on the face value as on the record date for dividend payment.

4. DEPOSIT:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your Company has not accepted any fixed deposits during the year under review.

5. CHANGES IN NATURE OF BUSINESS:

There is no significant change made in the nature of the company during the financial year.

6.
^{NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES,
JOINTVENTURES OR ASSOCIATE COMPANIES:}

During the year under review, no company/body corporate/any other entity have become or ceased to be the subsidiary Joint Ventures or Associate Companies.

7. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

During the year under review, following are the list of Wholly Owned Subsidiary, Subsidiary and

Associate companies :

Sr.	Name of Subsidiary/ Associate Companies	Country of
No.		Incorporation	Percentage of holding
1.	Dev Info - Tech North America Limited - Subsidiary	Canada	74.42%
2.	Dev Accelerator Limited	India	21.90%
3.	Minddeft Technologies Private Limited - Wholly Owned	India	100%
	Subsidiary
4.	Dhyey Consulting Services Private Limited - Wholly	India	100%
	Owned Subsidiary
5.	Dynamic Star LLC - Wholly Owned Subsidiary	USA	100%

The Board reviews the affairs of the Company's subsidiaries and associates at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company which form part of this Annual Report. Further, a statement containing salient features of the Financial Statements of the Company's subsidiaries and associates is given in prescribed form AOC-1 which forms part of this Annual report. The statement also highlights the financial performance of each of the subsidiaries and associate companies included in the Consolidated

Financial Statements.

During the year under review Dhyey Consulting Services Private Limited - Wholly Owned Subsidiary is to be considered as Material Subsidiary in accordance with SEBI (Listing Obligations and Disclosure

Requirements) Regulations.

The Company was exempt from compliance under Regulation 24 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations during the year under review.

In accordance with section 136(1) of the Companies Act, 2013, the Financial Statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturday, Sunday and Public Holiday. Any person desirous of obtaining said financial statement may write at cs@devitpl.com. The Annual Report of the Company and Audited Financial Statements of each of the subsidiary companies have been placed on the website of the Company www.devitpl.com.

8. SHARE CAPITAL

During the year under review following was the capital structure of the company:

Authorized Capital:

As on March 2025, the Authorized Share Capital of the Company is 20,00,00,000/- (Rupees Twenty Crore Only) divided into 4,00,00,000/- (Rupees Four Crore only) Equity Shares of face value 5/- each.

Issued, subscribed and paid-up share capital:

During the year under review the issued, subscribed and paid-up share capital of the company changed as follows:

The company allotted 49,414 shares under Dev Information Technology Ltd Employee Stock Option Plan-2018 to the eligible employees of the company w.e.f 16^th December, 2024.

The issued, subscribed and paid-up share capital of the company changed from 11,24,23,395/- comprising of 2,24,84,679 Equity Shares of 5/- each to 11,26,70,465/- comprising of 2,25,34,093 Equity Shares of

5/- each in accordance with allotment of shares under Dev Information Technology Ltd Employee Stock

Option Plan-2018 to the eligible employees of the company w.e.f 16^th December, 2024.

As on March 31, 2025, the issued, subscribed and paid-up share capital of the Company is 11,26,70,465/- comprising of 2,25,34,093 Equity Shares of 5/- each.

Sub-Division/Split of Shares:

During the year under review, the Board of Directors of the Company at their meeting held on November

25, 2024 have approved the sub-division of each equity share having a face value of Rs. 5/- (five) each, fully paid-up, into equity shares having a face value of Rs. 2/- (two) each.

On December 20,2024 the approval of the shareholders of the Company was obtained at the Extra Ordinary General Meeting through a ballot paper and electronic voting means with a requisite majority. The Board of Directors in its meeting held on July 25, 2025, had fixed the record date for the sub-division of shares is fixed on August 21, 2025.

Therefore as on the date of this board's report following is the Capital Structure of the company:

SHARE CAPITAL	No. Of Shares	Amount
Authorized	10,00,00,000 Equity Shares of face value 2/- each	20,00,00,000/-
Issued, Subscribed and	5,63,35,232 fully paid up Equity Shares of face value	11,26,70,464/-
Paid-Up	2/- each

Grant of shares under ESOP Schemes:

During the year under review, the Company has granted 66,936 fully paid-up equity shares of 5/- each to various employees under ESOP Scheme 2018. These granted shares are yet to be vest in accordance with the ESOP Scheme 2018.

9. RISK MANAGEMENT:

As a global enterprise, the Company faces a variety of internal and external risks that can significantly impact its performance. To effectively manage these risks, the Company has established a comprehensive risk management framework. This framework involves the systematic identification, analysis, and assessment of risks, evaluation of their potential impact, formulation of mitigation strategies, and structured implementation of these measures.

The Company remains vigilant about the risks associated with its business and regularly reviews and updates its risk management processes to minimize and mitigate potential threats. Our strong internal control system supports a culture of informed and responsible risk management, enabling the Company to achieve its objectives while optimizing resource utilization.

The Board of Directors has adopted and formalized the Risk Management Policy in compliance with the requirements of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The policy can be reviewed on ^{https://www.devitpl.com/investor-relations/investor-relations/corporate-governance/policies/
. However,}in accordance with Regulation 21 of the Listing Regulations, the Company is exempt from constituting a Risk Management Committee.

10. INSURANCE:

All insurable interests of the Company, including buildings, movable assets, vehicles, and other properties, are comprehensively covered by insurance.

11. INTERNAL CONTROL SYSTEM:

The Company has established a robust and adequate system of internal controls to ensure that all assets are safeguarded against loss from unauthorized use or disposal, and that all transactions are properly authorized, recorded, and reported. This internal control framework is supported by a comprehensive program of internal and external audits, along with periodic management reviews.

The internal control systems are designed to ensure the accuracy and reliability of financial and other records, facilitating the preparation of financial information and maintaining accountability of assets. The

Audit Committee of the Board regularly reviews the performance of the audit and compliance functions, assesses the effectiveness of controls, and monitors adherence to regulatory requirements.

In the opinion of the Board of Directors and senior management, the internal control systems are appropriately designed and functioning effectively

12. RELATED PARTY TRANSACTIONS:

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI LODR Regulations. Your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at https:// www.devitpl.com/wp-content/uploads/Policy-on-Related-Party-Transaction.pdf.

13. SHAREHOLDERS' DISPUTE RESOLUTION MECHANISM

Shareholders are advised to initially contact the Company's Registrar and Transfer Agent (RTA) directly for resolution of any grievances. In the event that the RTA or the Company fails to resolve the grievance within the prescribed timeframe, or if the shareholder is not satisfied with the resolution provided, they may escalate the matter to SEBI through its centralized online platform, SCORES, available at https:// scores.sebi.gov.in. SCORES enables investors to lodge and track complaints entirely online. The Company is registered on the SCORES platform and is committed to addressing investor complaints received through it in a timely and effective manner.

Additionally, SEBI has introduced a common Online Dispute Resolution (ODR) portal at https://smartodr.in, aimed at enhancing the complaint and dispute resolution process. This portal, established in collaboration with stock exchanges and depositories, facilitates online conciliation and arbitration for resolving disputes between investors and listed companies, including those involving their RTAs.

Please note that if a dispute is filed on the ODR portal while a complaint is still pending on SCORES, the complaint will be considered automatically closed on the SCORES platform.

In compliance with SEBI Listing Regulations and with a view to providing efficient investor services, the Company has also designated a specific email address: cs@devitpl.com. This email is actively monitored by the in-house Company Secretary team to respond to investor grievances, queries, or complaints.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 185 & 186 of the Companies Act, 2013, and LODR Regulations, are set out in the standalone financial statement annexed with this report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company comprises of Eight (08) directors; one Executive Chairman, one Managing

Director, two Whole-time Directors and remaining four being Independent Directors. As on the date of this report, the Board of the company constitutes of the following directors:

Name of Directors	DIN	Designation
Mr. Pranav Niranjanbhai Pandya	00021744	Chairman and Whole-time Director
Mr Jaimin Jagdishbhai Shah	00021880	Managing Director
Mr. Vishal Nagendra Vasu	02460597	Whole-time Director
Mr. Prerak Pradyumna Shah	02805369	Whole-time Director
Dr. Venkata Rama Subba Rao Velamuri	06502798	Non-Executive Independent Director
Dr. Rama Moondra	01764539	Non-Executive Woman Independent Director
Mr. Jatin Yagneshbhai Trivedi*	01618245	Non-Executive Independent Director
Mr. Umesh Rateja	07269459	Non-Executive Independent Director
Mr. Bhavin Sanjaybhai Bhagat^#	06461457	Non-Executive Independent Director

*Ceased to be Non-Executive independent Director w.e.f 20^th September, 2024. #Appointed as Non-Executive Independent Director w.e.f 20^th December, 2024.

17. BOARD EVALUATION:

The Board of Directors has conducted a formal evaluation of its own performance, that of its Committees, and individual Directors, in accordance with the provisions of the Companies Act and the SEBI Listing Regulations.

Details regarding the methodology and criteria adopted for the evaluation are provided in the Corporate Governance Report.

18. NOMINATION AND REMUNERATION POLICY:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has been updated on the website of the Company at https://www.devitpl.com/ investor-relations/investor-relations/corporate-governance/policies/

Particulars of Employees:

The statement containing 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-C forming part of this report. In terms of Section 136 of the Act, the said is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Employees' Stock Option Schemes:

The Company has introduced two employee stock options plans namely;

1. Dev Information Technology Limited Employee Stock Option Plan- 2018" Or "ESOP-2018

2. Dev Information Technology Limited Employee Stock Option Plan- 2024" or "DITL-ESOP 2024 to motivate, incentivize, attract new talent and inculcate the feeling of employee ownership, and reward employees of the Company as well as employees of the Subsidiaries. The Nomination and Remuneration

Committee (also referred to as Compensation Committee) administers the both the ESOP scheme(s). The stock option plans is in compliance with Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014/2021 ("Employee Benefits Regulations") and Companies Act, 2013, read with the Rules issued thereunder. There have been no material changes to these plans during the financial year.

During year under review company have introduced "Dev Information Technology Limited Employee

Stock Option Plan- 2024" or "DITL-ESOP 2024" which was duly approved by the shareholders in its Annual

General Meeting held on September 30, 2024. The maximum number of options eligible as per DITL-

ESOP 2024 are 18,00,000 shares. These scheme was introduced to offer, issue and allot share(s) to eligible employees of the Company and its subsidiaries.

Both schemes has been update on the website of the company at: https://www.devitpl.com/investor-relations/investor-relations/corporate-governance/policies/ .

19. DETAILS OF DIRECTOR'S REMUNERATION:

The information relating to remuneration paid to directors as required under Section 197(12) of Companies Act, is given under Corporate Governance Report, under Annexure-E.

20. CERTIFICATE OF PRACTICING COMPANY SECRETARY:

The Company has obtained a certificate from M/s. Murtuza Mandorwala & Associates, Practicing

Company Secretary, Ahmedabad stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed / continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under Annexure- F.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has obtained the requisite declarations from its Independent Directors under Section

149(7) of the Companies Act, 2013 and the SEBI Listing Regulations, confirming their compliance with the independence criteria as specified in Section 149(6) of the Act and the relevant provisions of the

Listing Regulations.

All Independent Directors have affirmed compliance with the Code of Conduct as set out in Schedule IV of the Companies Act, 2013.

In the Board's opinion, the Independent Directors of the Company demonstrate integrity and possess the necessary qualifications, experience, and expertise pertinent to the industry in which the Company operates. Additionally, all Independent Directors have duly registered themselves with the Independent

Directors' Databank maintained by the Indian Institute of Corporate Affairs. Each of them has also successfully completed the online proficiency self-assessment test conducted by the said institute.

22. MEETING OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD: I. Number of Board Meetings in the year:

The Board of Directors of the Company convened eight (8) meetings during the financial year. The interval between consecutive meetings was in accordance with the time limits prescribed under the

Companies Act, 2013, and as permitted by the Ministry of Corporate Affairs and the Securities and

Exchange Board of India (SEBI).

The Board further affirms that the Company has complied with the applicable Secretarial Standards

SS-1 and SS-2, issued by the Institute of Company Secretaries of India (ICSI), pertaining to meetings of the Board and its Committees, as well as General Meetings.

23. BOARD COMMITTEES:

The company has 5 (Five) Board Committees as on March 31, 2025.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Executive Committee

The composition of each of the above Committees, their respective roles and responsibilities are provided in detail in the Corporate Governance Report. The details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

24. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and the Companies (Amendment) Act, 2017Effective from 28^th August, 2020 and rules framed thereunder, a copy of the annual return is uploaded on the website of the company i.e. www.devitpl.com.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Company's Directors make following statement in terms of sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: i. That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. That such accounting policies, as mentioned in the Financial Statements as ‘Material Accounting

Policies' have been selected and applied consistently and judgments and estimates have been made 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, 2025 and of the profit of the Company for the year ended on that date; iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. That the annual financial statements have been prepared on a going concern basis; v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. AUDITORS:

I. Statutory Auditors: The members at the 23^rdAnnual General Meeting held on 30^th December, 2020 appointed M/s Rinkesh Shah & Co., Chartered Accountant, (Firm Registration No. 129690W),

Ahmedabad, as Statutory Auditors of the Company until the Conclusion of 28^th Annual General Meeting of the Company.

II. Auditors Report: The report of the Statutory Auditors along with Notes to Accounts is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

III. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the company has appointed M/s. Murtuza Mandorwala & Associates, Practising Company Secretary, Ahmedabad, to carry out the Secretarial Audit of the company. The Report of the Secretarial Audit for F.Y. 2024-25 is attached herewith as Annexure-B. The qualifications, observations or adverse remark or disclaimer in the said report are being submitted in the Annual Secretarial Compliance Report (ACR) submitted to ^{the
stock exchange under regulation 24A of LODR. A copy of the Annual Secretarial Audit Report
is}uploaded on the website of the company i.e. https://www.devitpl.com/investor-relations/investor-relations/corporate-governance/disclosures-quarterly/other-compliances-reports/

In terms of Regulation 24A of SEBI Listing Regulations, the Company proposes to appoint M/s. Murtuza Mandorwala & Associates, Practising Company Secretary, Ahmedabad, (Firm Registration No. S2015GJ305800 and Peer Review No. 1615/2021 valid upto 31^st December, 2026), as the Secretarial Auditors of the Company to hold office for a period of 5 (five) consecutive years from the conclusion of the 28^th Annual General Meeting (AGM) until the conclusion of the 33^rd AGM of the Company. Your Directors recommend that the proposed resolution relating to the appointment of Secretarial Auditors be passed by the requisite majority at the ensuing AGM.

The Secretarial Auditor shall conduct the Secretarial Auditor for the financial years ending March 31,

2026 to March 31, 2030.

IV. Internal Auditor: In terms of Section 138 of the Companies Act, 2013 and Rules made there under,

M/s. Manav Sheth & Company, Chartered Accountants, Ahmedabad have been appointed as an Internal Auditors of the Company for Financial Year 2024-25. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

27. CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate reports on Corporate Governance Report as required by Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR), 2015"] forms part of this Annual

Report. Details regarding Corporate Governance Report of the Company regarding Compliance of the

Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 are annexed herewith as "Annexure-E".

A certificate from M/s Murtuza Mandorwala & Associates, Practicing Company Secretary, Ahmedabad confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Corporate Governance Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure D".

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditor has not reported to the board, under Section 143

(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has constituted an audit committee, therefore it is also mandatory for such Committee to operate the vigil mechanism, and if any of the members of the committee have a conflict of interest in a given case, they should rescue themselves and the others on the committee would deal with the matter on hand, to whom other directors and employees may report their concerns. It provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee or the director nominated to play the role of audit committee, as the case may be, in exceptional cases. The existence of the mechanism may be appropriately communicated within the organization. The detailed Whistle Blower Policy/Vigil

Mechanism available on below link: https://www.devitpl.com/wp-content/uploads/Vigil-Mechanism-for-Directors-and-Employees.pdf

31. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. EQUAL EMPLOYMENT OPPRTUNITIES:

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

33. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

As on the date of the report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016, and the Company did not file any application under (IBC) during the financial year 2024-25.

34. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act. The details of the complains received during the year and committee details are provided in a separate Annexure-E forming part of this report.

36. POLICY ON CODE OF CONDUCT AND ETHICS:

Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior

Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from the chairman & managing director as required under Schedule V of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure – G.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below link: https://www.devitpl.com/investor-relations/investor-relations/corporate-governance/policies/

37. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY:

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year of the Company i.e. March 31, 2025 and the date of Directors'

Report i.e. 05^th September, 2025.

38. TRANSFER TO RESERVES

For the financial year ended March 31 ^st, 2025, the Company had not transferred any sum to General

Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31^st, 2025.

39. FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

During the year, the total foreign exchange was NIL, and the total foreign exchange earned was Rs.

23,49,64,728.79/-.

40. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The details of conservation of energy and technology absorption are not applicable to the company hence not furnished.

41. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company having regards to the nature of the

Company's business/ activities.

42. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company incurred a total CSR expenditure of 20.51 lakh. The CSR initiatives focused on key thrust areas including Healthcare, Education, Livelihood and Environment. A brief outline of the Company's CSR policy, along with details of major CSR activities undertaken, is provided in the Report on CSR Activities, annexed hereto as Annexure - A.

43. CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-25. The certificate received from CFO is attached herewith asper Annexure – H.

44. LISTING FEES:

The Company affirms that the annual listing fees for the year 2024-25 to The National Stock Exchange of

India Limited (NSE) and Bombay Stock Exchange Limited has been duly paid.

45. APPRECIATION AND ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record its sincere appreciation to all DEVITians for their wholehearted adoption of the Company's Vision, Mission, and Values. The Board gratefully acknowledges their dedicated efforts and unwavering commitment throughout the year.

The Board also extends its heartfelt thanks to all Departments of the Central and State Governments, the

Tax Authorities, the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange

Board of India, the National Stock Exchange of India Limited (NSE), the Bombay Stock Exchange Limited (BSE), and other regulatory and governmental bodies for their continued guidance and support.

Furthermore, the Board expresses its deep appreciation for the cooperation and trust extended by the Company's bankers, shareholders, investors, stakeholders, and associated agencies. Their consistent support has been instrumental to the Company's progress, and the Board looks forward to their continued partnership in the future.

		For and on Behalf of Board of Directors
Place	: Ahmedabad	PRANAV N. PANDYA
Date	: 5^th September, 2025	(Chairman)