Year End :2024-03

Your directors are pleased to present the Twenty Seventh Annual Report of your company together with the Audited Financial Statement of your company for the financial year ended, 31^st March, 2024.

The summarized financial results for the year ended on 31^st March, 2024 is as under:

1. HIGHLIGHTS:

The key highlights for the Financial Year 2023-24 are:

• The company have recommended final dividend @5% (i.e. ^ 0.25 per equity shares) of ' 5/- each on the equity shares out of the profit of the company for the financial year 2023-24.

• Awards:

• MSP INDIA SUMMIT 2023 - MSP INDIA SUMMIT 2023 Award by Accent Infomedia Pvt. Ldt. under "IT" category. DEVIT's nomination has emerged as a winner among 100 of creditable applicants that were received from across India. Being a Premier 100 Honouree is indeed a great achievement for DEVITians.

• CRN (An Indian Express Publication) Excellence Awards 2023 - DEVIT bags project in Blockchain / IP Creation as the sole winner in this special category for the prestigious CRN (An Indian Express Publication) Excellence Awards 2023 which was hosted in Jaipur as part of Channel Leadership Summit

• 13^th Channel Accelerator Awards 2023 -DEVIT bags top ISV "13^th Channel Accelerator Awards 2023" in the category of Cloud Consulting, ERP and CRM solution hosted by "SME Channels". This showcases the consistent team work being exhibited by one and all at DEV IT aligned with our business focus of growth in Cloud, Automation and Data.

• DEVIT successfully completed its 2^nd Surveillance Audit for ISO 9001:2015 & ISO 27001:2013

-The ISO 9001:2015 certification underscores our unwavering dedication to maintaining exceptional quality across all aspects of our management and processes.

In addition, the ISO 27001:2013 certification is a testament to our strong focus on information security management systems (ISMS)

2. FINANCIAL RESULTS:

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

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Net Total Income	15,869.83	12,893.77	16,511.57	13,112.27
Less: Operation and Admin Expenses	14,453.30	1,1570.55	14,980.47	11,723.00
Profit before depreciation and Taxes	1416.53	1,323.22	1531.1	1,389.27
Less: Depreciation	123.53	121.32	139.97	124.83
Profit before interest and tax (PBIT)	1293.00	1,201.90	1391.13	1,264.44
Less: Interest	121.38	119.66	141.77	138.81
Profit before exceptional items and tax	1171.62	1082.24	1249.36	1,125.63
Add: Extraordinary/ Exceptional Items Share of Profit/Loss of Associate	-	-	-	-
Profit before Tax (PBT)	1171.62	1082.24	1249.36	1,125.63
Less: Taxes (including deferred tax and fringe benefit tax)	294.59	209.76	301.79	223.54
Profit after Tax (PAT)	877.03	872.49	947.57	902.28

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Less: Minority Share in Company	-	-	18.78	4.63
Profit Attributable to Onwers	-	-	928.79	897.45
Other Comprehensive Income	-	-	-	-
Items that will not be reclassified to profit or loss	(9.89)	0.52	(12.22)	0.52
Income tax relating to items that will not be reclassified to profit or loss	2.49	(0.13)	3.07	(0.13)
Total Comprehensive Income for the year	869.63	872.88	928.79	897.84

3. DIVIDEND:

Based on the Company's performance, the Board of Directors at their meeting held on May 24^th, 2024, has recommended payment of ^ 0.25 per equity shares @ 5% per equity share of the face value of ^ 5/- (Rupees Five only) each as final dividend for the financial year ended 31^st March, 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

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, JOINT VENTURES OR ASSOCIATE COMPANIES:

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

During the year under review, the Company has acquired M/s. Dhyey consulting services Private Limited as a Subsidiary company at ^ 9,00,00,000 (Indian Rupees Nine Crores), whose acquisition control was effective from 21^st February, 2024.

The acquisition included transaction through Allotment of 2,94,117 (Two Lakhs Ninety Four Thousand One hundred Seventeen)Equity Shares of face value of ^5/- (Rupees Five Only) each at an issue price of ^136 (Rupees One Hundred Thirty-Six Only) including a premium of 31/- (Rupees One Hundred Thirty-One Only) per Equity Shares, aggregating to ^ 3,99,99,912 (Indian Rupees Three Crores Ninety Nine Lakhs Ninety Nine thousand Nine hundred and Twelve only), for consideration other than cash, on preferential basis in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("SEBI ICDR Regulations") and rest amount in Cash Consideration.

7. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

As on 31^st March, 2024, the Company has one Foreign subsidiary and Indian associate, Two Subsidiary Company and one Whole owned Subsidiary :

Sr. No.	Name of Subsidiary/ Associate Companies	Country of Incorporation	Percentage of holding
1.	Dev Info- Tech North America Limited - Subsidiary	Canada	74.42%
2.	Dev Accelerator Private Limited- Associate	India	28.45%
3.	Minddeft Technologies Private Limited	India	100%
4.	Dhyey Consulting Services Private LimitedA	India	54.4%
5.	Dynamic Star LLCA	USA	54.4%

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 said Form also highlights the financial performance of each of the subsidiaries and associate companies included in the Consolidated Financial Statements.

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 [email protected]. 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 Authorized Capital:

During the year under review, the Authorized Share Capital of the Company increased from ^ 12,00,00,000/-(Rupees Twelve Crore only) divided into 1,20,00,000 ( One crore Twenty Lakhs Only) Equity Shares of face value ^ 5/- each to ^ 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 ranking pari-passu in all respect with the existing Equity Shares of the Company.

As on March 2024, 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 15,680 shares under Dev Information Technology Ltd Employee Stock Option Plan-2018 to the eligible employees of the company w.e.f 06^th July, 2023.

The issued, subscribed and paid-up share capital of the company changed from ^11,05,92,300/- comprising of 2,21,18,460 Equity Shares of ^ 5/- each to ^11,06,70,700/- comprising of 2,21,34,140 Equity Shares of ^ 5/- each due to Issue of shares under Dev Information Technology Ltd Employee Stock Option Plan-2018 to the eligible employees of the company w.e.f 06^th July, 2023.

On July 22, 2023 the company has issued offer letter of 57,24,907 (Fifty-Seven Lakhs Twenty-Four Thousand Nine Hundred and Seven) equity shares of face value ^5/- (Rupees Five Only) at 134.50/- (Rupees One Hundred Thirty-Four and Paisa Fifty) (including a premium of ^129.50 (Rupees One Hundred Twenty-Nine and Paisa Fifty) per equity share aggregating to ^77,00,00,000 (Rupees Seventy-Seven Crore Only). Further offer was cancelled as the it was not subscribed with the minimum shares as required. Hence there was no effect on the issued, paid-up and subscribed capital of the company.

The issued, subscribed and paid-up share capital of the company changed from ^11,05,92,300/- comprising of 2,21,18,460 Equity Shares of ^ 5/- each to ^11,06,70,700/- comprising of 2,21,34,140 Equity Shares of ^ 5/- each due to Issue of shares under Dev Information Technology Ltd Employee Stock Option Plan-2018 to the eligible employees of the company w.e.f 18^th August, 2023.

On 4^th September, 2023 The company has issued offer letter of 57,24,907 (Fifty-Seven Lakhs Twenty-Four Thousand Nine Hundred and Seven) equity shares of face value ^5/- (Rupees Five Only) each, at an issue price of ^134.50 (Rupees One Hundred Thirty-Four and Paisa Fifty) (including a premium of ^129.50 (Rupees One Hundred Twenty-Nine and Paisa Fifty) per equity share aggregating to ^77,00,00,000 (Rupees Seventy-Seven Crore Only) which was rescinded due to not getting regulatory approvals and later offer was cancelled hence there was no effect on the issued, paid-up and subscribed capital of the company.

Company has allotted 2,94,117/-Shares for consideration other than cash, 21^st February, 2024 for the acquisition Of Dhyey Consulting Services Private Limited, pursuant to allotment, the issued, subscribed and paid-up share capital of the Company is ^11,24,23,395/- comprising of 2,24,84,679 Equity Shares of ^ 5/- each

The company allotted 56,422 shares under Dev Information Technology Ltd Employee Stock Option Plan-2018 to the eligible employees of the company w.e.f 14^th March, 2023.

The issued, subscribed and paid-up share capital of the company changed from ^11,05,92,300/- comprising of 2,21,18,460 Equity Shares of ^ 5/- each to ^11,06,70,700/- comprising of 2,21,34,140 Equity Shares of ^ 5/- each due to Issue of shares under Dev Information Technology Ltd Employee Stock Option Plan-2018 to the eligible employees of the company w.e.f 14^th March, 2023

As on 31^st March, 2024, the issued, subscribed and paid-up share capital of the Company is ^11,24,23,395/-comprising of 2,24,84,679 Equity Shares of ^ 5/- each.

Grant and allotment of shares under ESOP Schemes:

During the year under review, the Company has granted 1,08,746 fully paid-up equity shares of ^5/- each to various employees under ESOP Scheme 2018.

During the year under review, the company have allotted 72,102 fully paid up equity shares of ^5/- each to various employees under ESOP Scheme 2018.

9. RISK MANAGEMENT:

As a global enterprise, the company is exposed to a range of external as well as internal risks that have a significant impact on its performance. In order to efficiently manage such risk, the Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. The Company is aware of the risks associated with its business. It regularly analyses and takes corrective actions for managing/mitigating these risks. The Company also periodically reviews its process for identifying, minimizing, and mitigating risks. Our robust internal control system, for minimizing the risk, propels our culture of informed and responsible risk handling for attaining the organizational objectives with optimum utilization of resources. As per the requirement of the Listing Regulations, the Company is been exempted from constitution of Risk Management Committee.

10. INSURANCE:

The insurable interests of the Company including building, movable assets, vehicles, and other insurable interests are adequately covered.

11. INTERNAL CONTROL SYSTEM:

The Company has a proper adequate system of internal controls in place, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal, and that transactions are authorized, recorded and reported correctly. Internal control is supplemented by an extensive program of internal and external audits, and periodic reviews by the management. The internal control systems are adequately constituted to ensure that financial and other records are reliable for preparing financial information and other data, and for maintaining accountability of assets. The Audit Committee of the Board also reviews the performance of the audit and compliance functions and reviews the effectiveness of controls and compliance with regulatory guidelines. In the opinion of the

Board of Directors and senior management, internal control systems are well placed and working in an efficient manner.

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

SEBI vide circular July 31, 2023 and subsequent circular dated December 20, 2023, read with Master Circular dated August 11, 2023, has specified that a shareholder shall first take up his/her/their grievance with the listed entity/RTA by lodging a complaint directly with the concerned listed entity/RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online Dispute Resolution ("ODR") Portal. Shareholders are requested to take note of the same.

Link to the ODR Portal is also available on the Company's website at https://www.devitpl.com

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 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

I. Retire by Rotation- Mr. Pranav Niranjan Pandya (DIN: 00021744):

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting Mr. Pranav Niranjan Pandya (DIN: 00021744), Chairman and Whole-time Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

17. BOARD EVALUATION:

The board of directors has carried out an evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of Companies Act and Listing Regulations.

The manner in which the evaluation has been carried out has been explained 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/.

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-D forming part of this report. In terms of Section 136 of the Act, the said annexure 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 one employee stock options plans namely "Dev Information Technology Limited EMPLOYEE STOCK OPTION PLAN- 2018" Or "ESOP-2018" to motivate, incentivize, attract new talent and inculcate the feeling of employee ownership, and reward employees of the Company and employees of Subsidiaries. The Nomination and Remuneration Committee administers the ESOP- 2018 scheme. The stock option plans is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("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.

The disclosures required to be made under relevant provisions of the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014 is given as Annexure - B to this report including details on the grant, vesting, exercise, and lapsed options under the aforesaid schemes.

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-F.

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- G.

21. DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of LODR Regulations.

Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

In the opinion of Board, the Independent Directors of the company possess the integrity, requisite experience and expertise, relevant for the industry in which the company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Director's Databank of the Indian Institute of Corporate Affairs. The online proficiency self- assessment test conduct by the said institute have been cleared by all the independent directors.

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 met Fourteen (14) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, as permitted by Ministry of Corporate Affairs and Securities Exchange Board of India (SEBI).

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings

23. BOARD COMMITTEES:

The company has 5 (Five) Board Committees as on 31^st March, 2024.

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,2017 Effective 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 31^st March, 2024, 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 'Significant 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 31^st March, 2024 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^rd Annual 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^thAnnual 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. 2023-24 is attached herewith as Annexure-C. The qualifications, observations or adverse remark or disclaimer in the said

report are being submitted in the Annual Secretarial Audit Report" 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/corporate-govemance/ disclosures-quarterly/other-compliances-reports/

IV. Internal Auditor: In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Nisarg J. Shah & Co., Chartered Accountants, Ahmedabad have been appointed as an Internal Auditors of the Company for Financial Year 2023-24. 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-F".

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 E".

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 2023-24.

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.

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 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 - H.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below link: https://www.devitpl.com/wp-content/uploads/Code-of-Business-Conduct-Ethics-for-Directors-Senior-Management-Executive.pdf

37. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OFYOURCOMPANY:

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. 31^st March, 2024 and the date of Directors' Report i.e. 2^nd September, 2022.

38. TRANSFER TO RESERVES

For the financial year ended 31^st Marchst, 2024, 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 31^st Marchst, 2024.

39. FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

During the year, the total foreign exchange was NIL, and the total foreign exchange earned was ' 28,34,46,602.41/-.

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 year under review, the Company incurred CSR expenditure of ' 11,34,117/- being 2% of average net profit for the past three financial years. The CSR activities by the Company were under the thrust areas of Healthcare, Education, Water, Livelihood, Environment and Disaster Relief. The brief outline of the CSR policy of the Company and the details of key CSR activities are provided in the Report on CSR Activities annexed herewith 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 2023-24. The certificate received from CFO is attached herewith as per Annexure - I.

44. LISTING FEES:

The Company affirms that the annual listing fees for the year 2023-24 to The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited has been duly paid.

45. APPRECIATION AND ACKNOWLEDGEMENT:

The Board wishes to place on record their sincere appreciation to all the DEVITians and acknowledge with gratitude for the efforts made by them in adopting the Vision, Mission and values of the Company. The board immensely thank all the Departments of Central and State Governments, Tax Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) and other governmental bodies and look forward to their continued support in near future. The board also places on record deep sense of appreciation and co-operation extended by bankers, shareholders, investors and all other stakeholders, other bodies or agencies for their continued and consistent support to the company during the year.

For and on Behalf of Board of Directors

Place : Ahmedabad PRANAV N. PANDYA

Date : 5^th September, 2024 (Chairman)