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 2024-25.

• 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)

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, JOINT
VENTURES 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 :

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:

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.

I. 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:

*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/ .

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.

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, 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 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^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^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 as per 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)