Dev Information Technology Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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)

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 fringe benefit tax)	331.30	294.59	329.97	301.79
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 profit or loss	(11.52)	(9.89)	(5.85)	(12.22)
Income tax relating to items that will not be reclassified to profit or loss	2.90	2.49	1.47	3.07
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, 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 :

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 Limited	India	21.90%
3.	Minddeft Technologies Private Limited - Wholly Owned Subsidiary	India	100%
4.	Dhyey Consulting Services Private Limited - Wholly Owned Subsidiary	India	100%
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 [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

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 Paid-Up	5,63,35,232 fully paid up Equity Shares of face value ^ 2/- each	^ 11,26,70,464/-

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: [email protected]. 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/ .

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)

---

Mar 31, 2024

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)

---

Mar 31, 2023

The directors are pleased to present the Twenty Sixth Annual Report of your company together with the Audited Financial Statement of your company for the financial year ended, 31^st March, 2023.

The summarized financial results for the year ended on 31^st March, 2023 is as under:

1. HIGHLIGHTS:

The key highlights for the Financial Year 2022-23 are:

• The company have recommended final dividend @5% (i.e. Rs. 0.25 per equity shares) of Rs. 5/- each on the equity shares out of the profit of the company for the financial year 2022-23.

• Awards:ChannelWorld Premier 100 - DEV IT

bags ChannelWorld Premier 100 Award by Foundry (formerly IDG Communications) under "The Futuristic 100" category.

CRN Excellence Award 2022- DEV IT

bags CRN Excellence Award 2022 under "Document Management Solution" category for e-file solution pertaining to public sector, in the domain of Enterprise Application Service Provider.

Cloud Champion Award -DEV IT

bags Cloud Champions Season 3 awards organised by ''Microsoft''. Amongst Nationwide participation of Microsoft partners for Cloud championship DEV IT was selected as one of the 13 top nationwide performers. Microsoft also recognised DEV IT for accelerating cloud business growth in ''Small & Medium Businesses (SMB).

DEV IT appraised at Level 3, Version 2.0 of the CMMI Institute''s Capability Maturity Model Integration (CMMI)

DEV IT had been successfully appraised at Level 3, Version 2.0 of the CMMI Institute''s Capability Maturity Model Integration (CMMI) for Development.

2. FINANCIAL RESULTS:

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

(Rs. In lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Net Total Income	12,893.76	10,005.83	13,112.27	10,091.29
Less: Operation and Admin Expenses	1,1570.54	9,359.19	11,723.00	9,500.73
Profit before depreciation and Taxes	1,323.22	646.65	1,389.27	590.56
Less: Depreciation	121.32	181.02	124.83	181.86
Profit before interest and tax (PBIT)	1,201.90	465.63	1,264.44	408.7
Less: Interest	119.66	82.82	138.81	93.62
Profit before exceptional items and tax	1082.24	382.79	1,125.93	315.08
Add: Extraordinary/ Exceptional Items Share of Profit/Loss of Associate			-	(118.50)
Profit before Tax (PBT)	1082.24		1,125.93	196.58

Less: Taxes (including deferred tax and fringe benefit tax)	209.76	191.28	223.55	203.67
Profit after Tax (PAT)	872.48	191.51	902.28	(7.09)
Less: Minority Share in Company			4.63	(20.49)
Profit Attributable to Owners			897.45	13.40
Other Comprehensive Income		-
Items that will not be reclassified to profit or loss	0.52	(4.98)	0.52	(4.98)
Income tax relating to items that will not be reclassified to profit or loss	(0.13)	1.25	(0.13)	1.25
Total Comprehensive Income for the year	872.88	187.79	897.84	9.67

3. DIVIDEND:

Based on t he Company''s performance, the Board of Directors at their meeting held on May 16^th, 2023, has recommended payment of ^ 0.25 per equity shares @ 5% per equity share of the face value of ^ 5/- (^ Five only) each as final dividend for the financial year ended March 31, 2023. 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. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND:

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. During the Financial Year 2022-23 the Company has not completed Seven (7) years. Hence, the unclaimed amount of dividend is not transferred in the IEPF.

7. 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 previous year, the Company acquired M/s. Minddeft Technologies Private Limited as a wholly owned subsidiary in India, with the effective date of acquiring control being March 2023.

8. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

As on March 31, 2023, the Company has one Foreign subsidiary and Indian associate:

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	31.86%
3.	Minddeft Technologies Private Limited	India	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 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.

9. SHARE CAPITAL:

Authorized Capital:

During the year under review, the Authorized Share Capital of the Company remained Rs. 12,00,00,000/-(Rupees Twelve Crore only) divided into 2,40,00,000 (Two Crore Forty Lakhs only) Equity Shares of face value Rs. 5/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.

Issued, subscribed and paid-up share capital:

During the year under review, the company approved the subdivision of 1 (One) fully paid-up Equity Share of the Company having face value of ^10/- (Rupees Ten) each, into 2 (Two) fully paid-up Equity Share having face value of ^ 5/- (Rupees Five only) each fully paid-up.

As on March 31, 2023, the issued, subscribed and paid-up share capital of the Company is ^.11,05,92,300/-comprising of 2,21,18,460 Equity Shares of ^ 5/- each.

Grant and allotment of shares under ESOP Schemes:

During the year under review, the Company has granted 1,07,562 fully paid-up equity shares of ^5/- each to various employees under ESOP Scheme 2018.

During the year under review, the company have allotted 36,460 fully paid up equity shares of ^5/- each to various employees under ESOP Scheme 2018.

10. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

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. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. 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.

11. 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 .

12. 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.

13. 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 provided in the financial statements.

14. 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 (w.e.f 16.06.2022)	07269459	Non-Executive Independent Director

I. Retire by Rotation- Prerak Pradyumna Shah (DIN: 02805369):

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. Prerak Pradyumna Shah (DIN: 02805369), Whole-time Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

II. 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.

III. 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 harmonise 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 are 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.

IV. 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.

V. 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.

15. 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.

16. 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 Nine (09) 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 Company has complied with the provisions of Secretarial Standard-1 (relating to meetings of the Board of Directors) and Secretarial Standard-2 (relating to General meetings) during the year.

17. BOARD COMMITTEES:

The company has 5 (Five) Board Committees as on March 31, 2023.

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.

18. 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.

19. 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 31,2023, 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 March 31,2023 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.

20. 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. 2022-23 is attached herewith as Annexure-C. There are no qualifications, observations or adverse remark or disclaimer in the said report.

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 2022-23. 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.

21. 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.

22. 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".

23. 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

24. 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.

25. 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.

26. 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.

27. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, 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

28. 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, 2023 and the date of Directors'' Report i.e. 02^nd September, 2023.

29. FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

During the year, the total foreign exchange outflow was NIL, and the total foreign exchange earned was Rs. 23,67,33,565.08 /-.

30. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

31. 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.

32. CORPORATE SOCIAL RESPONSIBILITY:

During year under review, the Company incurred CSR expenditure of Rs. 3,01,000/- which was higher than the obligation to spend 2% of average net profit for the past three financial years. The CSR activities by the Company were under the thrust areas of Health, 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.

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 2022-23. The certificate received from CFO is attached herewith as per Annexure- I.

34. LISTINGFEES:

The Company affirms that the annual listing fees for the year 2022-23 to The National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange (BSE) has been duly paid.

35. 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), Bombay Stock Exchange (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 cooperation 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.

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Mar 31, 2018

The directors are pleased to present the 21^st Annual Report of your company together with the Audited Statement of Accounts and the Auditor''s Report of your company for the financial year ended, 31^st March, 2018. The summarized financial results for the year ended on 31^st March, 2018 is as under:

1. HIGHLIGHTS:

The key highlights for the Financial Year 2017-18 are:

Listed on Stock Exchange: The Company has achieved a remarkable landmark milestone by getting itself Listed on the SME platform of National Stock Exchange i.e. NSE emerged. The Company came up with an IPO of Equity Shares of Rs 10 each at a premium of Rs 32 in the captioned Financial Year. The Company''s shares got listed on NSE platform on 17/04/2017. The company received and overwhelming response from investors and the result of which the issue was oversubscribed by 75 times.

Revision in Lot Size: The Lot Size of the Company''s shares was revised from 3000 shares to 1500 shares by National Stock Exchange i.e. NSE emerged vide circular Ref. No: 18/2018 dated March 08, 2018.

Devlabs - Fostering Innovation by Creative Thinking : At DEVlabs we believe in fostering innovation by creative thinking. We nurture passion and are determined to immerse in the process of developing new and different ideas by thinking about new things and thinking in new ways. Currently team at DEVlabs is working on next-gen technologies like Artificial Intelligence, Chatbots, Augmented Reality, Virtual Reality, Blockchain, etc.

Dev Accelerator: Dev Information Technology Ltd. through its subsidiary company i.e. Dev Accelerator LLP (DevX), has setup a massive Accelerator Center for startups, making it a one-stop solution for entrepreneurs to conceive, develop, test and commercially rollout their ideas. The accelerator is having co-working space of about 40,000 square feet at single location with seating capacity for over 700 people. This will be Gujarat largest accelerator. It has focused on Artificial Intelligence (AI), Internet of Things (IOT), Augmented Reality (AR), Virtual Reality (VR) and Financial technology areas.

Achievements : Dev Information Technology Ltd. has been awarded with Premier 100 award by Channel World, Top 100 SME''s of INDIA by India SME Forum, Achiever Order-of-Merit Award by SKOCH group, Award for Business Excellence by ISODA in 2017-18.

2. FINANCIAL RESULTS:

The working results of the company for the year ended are as follows:

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Net Total Income	67,32,85,173	56,86,22,353	69,94,36,704	64,42,55,688
Less: Operation and Admin Expenses	58,99,79,713	50,23,66,491	65,95,65,600	57,58,79,500
Profit before depreciation and Taxes	8,33,05,460	6,62,55,862	3,98,71,104	6,83,76,188
Less: Depreciation	1,74,99,339	75,01,438	1,74,99,417	75,01,438
Add: Extraordinary/ Exceptional Items	0	0	0	0
Profit before interest and tax(PBIT)	6,58,06,126	5,87,54,424	2,23,71,687	6,08,74,750
Less: Interest	1,63,12,229	1,53,98,728	1,68,69,689	1,62,58,806
Profit before Tax (PBT)	4,94,93,897	4,33,55,696	5,50,19,998	4,46,15,945
Less: Taxes (including deferred tax and fringe benefit tax)	1,50,02,120	1,43,51,268	1,53,89,894	1,47,54,208
Profit after Tax (PAT)	3,44,91,778	2,90,04,428	3,96,30,104	2,98,61,737
Balance brought forward from previous period	0	0	0	0
Less: Adjustment of opening liability in respect of employees benefits in accordance with AS-15	0	0	0	0
Net profit carried to Balance Sheet	3,44,91,778	2,90,04,428	3,96,30,104	2,98,61,737

3. PERFORMANCE OF YOUR COMPANY:

Consolidated Financial Result:

The audited consolidated financial statement of your company as on 31st March, 2018 prepared in accordance with the Generally Accepted Accounting Principles in India, relevant applicable regulation 33 of SEBI (LODR) Regulation 2015 and provision of Companies Act, 2013 Forms part of this Annual report.

The Key Aspect of your company consolidated financial performance during the financial year 201718 are as follows:

Operational Highlights: The consolidated revenue of the company from Sales is Rs. 69,94,36,703/-as compared to Rs. 64,42,55,688 /- in the previous year.

Financial highlights: The consolidated profit of the company is Rs. 3,96,30,104/- as compared to Rs. 2,98,61,737/- in the previous year.

Standalone Financial Highlights:

Operational Highlights: The standalone revenue of the company from Sales is Rs. 67,32,85,173/- as compared to Rs. 56,86,22,353/- in the previous year.

Financial highlights: The standalone profit of the company is Rs. 3,44,91,778/- as compared to Rs. 2,90,04,428/- in the previous year.

4. CHANGE IN SHARE CAPITAL AND INITIAL PIBLIC OFFER:

The Authorised Share Capital of the Company as on March 31, 2018 was Rs 6,00,00,000/- (Rupees six crore) divided into 60,00,000 (Sixty lakhs) equity shares of Rs 10 each.

During the Year under review, the company has completed the Initial Public Offer (Ipo) and raised a total capital of Rs. 624.96 Lakhs Comprising of 14,88,000 Equity Shares at an issue price of Rs. 42/- per Equity share, including Rs. 32/- towards Security premium.

Due to IPO The Paid-up Share Capital of the company is increased from 4,03,25,000 (Rupees Four Crore Three Lacs Twenty-Five Thousand only) divided into 40,32,500 (Fourty Lacs Thirty Two Thousand Five Hundred) equity shares of Rs. 10/- each to Rs 5,52,05,000 (Rupees Five Crore Fifty-Two Lacs Five Thousand only) divided into 55,20,500 (Fifty-Five Lacs Twenty Thousand Five Hundred) equity shares of Rs 10/- each.

The Equity shares of the company were listed on NSE- Emerge Platform and were permitted to trade with effect from April 17, 2017.

5. USE OFPROCEEDS:

The proceeds raised from the Initial Public Offer (IPO) of the Company are fully utilized as per the Objects of Issue stated in the Company''s Prospectus dated March 24, 2017 .

6. DIVIDEND:

Your Director have recommended final dividend @5% (i.e. Rs. 0.50 per equity shares) of Rs. 10/each on the equity shares out of the profit of the company for the financial year 2017-18. The said dividend, if approved by the shareholders, would involve a cash outflow of Rs. 33,22,236.90/including Tax there on.

7. DEPOSIT:

During the year under review your company has not accepted any deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013.

8. CHANGES IN NATURE OF BUSINESS:

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

9. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Besides existing subsidiary of the company, the company has incorporated a new subsidiary with 52% contribution in "M/s. Dev Accelerator LLP". The board reviews the affairs of the Company''s Subsidiary 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.

None of the companies have ceased to be subsidiaries, joint ventures or associate companies.

10. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

A report on the performance and financial position of our subsidiary companies as per the Companies Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence not repeated here for the sake of brevity. The brief details of the activities carried our Subsidiary Companies is provided below.

Dev Info-Tech North America Limited (Canada):

Dev Info-Tech North America Ltd, (Dev Info-Tech), Canada is a subsidiary company of Dev Information Technology Ltd (DEV IT), India. Dev Info-Tech North America Ltd is a Global Nearshore Centre located in Charlottetown, PEI. Our nearshore center will cater advancing our various Information Technology services in addition to better quality services. Dev Info-Tech was incorporated to increase focus on international markets as well as meet business demands from America and Europe. Started with two people, the centre is expected to create local employment more than 10 people by the end of this year.

Dev Info-Tech delivers end-to-end IT services worldwide. Beginning from the advisory to execution backed by expert applications and infrastructure management, we optimize our client''s IT into a strategic asset. We aim at making our client''s digital transformation journey a wonderful experience. Dev Info-Tech is committed to delivering technical support services while meeting client''s satisfaction. It provides various information technology and consultancy services, including Enterprise Applications, e-governance solutions, Microsoft Dynamics 365, ERP and CRM, Business Intelligence and Analytics, Technical Support Services, IT Infrastructure Management services, Cloud Services, Custom Application Development, Digital Marketing and Mobile Application Development.

Dev Accelerator LLP (Ahmedabad, Gujarat):

A massive start-up in the form of Accelerator Center for Start-up companies was announced by DevIT in the form of its subsidiary LLP. Dev Accelerator LLP was formed on 14 September, 2017 in which

DevIT is having 52% contribution. Dev Accelerator LLP, is a Gujarat based Corporate accelerator, and has launched a State-of-the-art and dynamic looking 40,000 Sq. Ft. Co-working space, the biggest in the state of Gujarat. It has established an office solution that is agile enough to support entrepreneurs and gets them onboard right away. Dev Accelerator offers spacious and open workstations, well crafted, state of art furniture, private cabins for bigger teams, meeting and conference rooms or lounge and breakout zone.

Dev Accelerator foray into Co-working space and its not about venturing in the real-estate industry, It has been set up to redefine the work culture among the Startups and SMEs of Gujarat. It strives to provide a fostering environment to businesses and not just a desk. Dev Accelerator have created an innovative framework for the rapid growth of Startups. It focuses on transformative and tumultuous ideas to create solutions for our rapidly ever-changing technology-driven atmosphere. The hosted startups get the most effective infrastructure facilities in the largest co-working space floated by Dev Accelerator in Gujarat. It has built a platform for startups to communicate their vision to a plethora of industry experts. By providing quality support and environment, Dev Accelerator makes sure that the selected startups leave the nest stronger than ever.

11. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

Risk management is the identification, evaluation, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability or impact of unfortunate events or to maximize the realization of opportunities. Risk management''s objective is to assure uncertainty does not deflect the endeavor from the business goals. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. 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. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

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.

13. 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.

14. 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 provided in the financial statements.

15. TRANSFER TO RESERVES:

The directors have decided to retain the entire amount of Rs. 19.93 crore in the reserves & surplus.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

1. Retire by Rotation- Mr. Pranav N. Pandya

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pranav N. Pandya, Executive Director (DIN: 00021744) of the company is liable to retire by rotation in the fourth coming Annual General Meeting and being eligible, seeks re-appointment.

2. Board Evaluation

In compliance with the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

3. 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 harmonise the aspiration of human resources consistent with the goals of the Company.

The remuneration policy is aimed at rewarding performance based on review of achievements on a regular basis. The components of the total remuneration vary for different levels and are governed by Industry pattern, practice, qualification and experience of the employees and responsibilities handled by them. The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution.

17. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act.

18. MEETING OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD:

1. Number of Board Meetings in the year:

During the year 05 meetings of the Board of Director''s were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.	Date on which board Meetings were held	Total Strength Of the Board	No of Directors Present
1.	12th April,2017	8	4
2.	30th June, 2017	8	6
3.	26th August, 2017	8	7
4.	13th November, 2017	8	5
5.	05th March, 2018	8	8

2. Attendance of Directors at Board meetings held in the previous year are as follows:

Directors	Category	No. of Board Meeting
		Held	Attended
Mr Pranav Niranjanbhai Pandya	Promoter/Chairman and Whole-time director	05	05
Mr. Jaimin Jagdishbhai Shah	Promoter And Managing Director	05	04
Mr Vishal Nagendra Vasu	Whole-time Director	05	05
Mr Prerak Pradyumna Shah	Whole-time |Director	05	05
Mr Venkata Rama Subba Rao Velamuri	Independent Director	05	03
Mr Hiren Karsanbhai Patel	Independent Director	05	01
Mr Anand Anilbhai Patel	Independent Director	05	04
Ms. Rama Moondra	Woman Independent Director	05	03

The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General meetings) during the year.

19. COMMITTEES:

There are three Committees constituted as per Companies Act, 2013 by the company:

1. Audit Committee:

Name of the Director	Status in Committee	Nature of Directorship
Mr Venkata Rama Subba Rao Velamuri	Chairman	Independent Non-Executive Director
Ms. Rama Moondra	Member	Independent Non-Executive Director
Mr. Jaimin Jagdishbhai Shah	Member	Managing Director

2. Nomination and Remuneration Committee:

Name of the Director	Status in Committee	Nature of Directorship
Mr Venkata Rama Subba Rao Velamuri	Chairman	Independent Non-Executive Director
Ms. Rama Moondra	Member	Independent Non-Executive Director
Mr. Anand Anilbhai Patel	Member	Independent Non-Executive Director
Mr. Jaimin J. Shah	Member	Managing Director

3. Stakeholders Relationship Committee:

Name of the Director	Status in Committee	Nature of Directorship
Mr Venkata Rama Subba Rao Velamuri	Chairman	Independent Non-Executive Director
Ms. Rama Moondra	Member	Independent Non-Executive Director
Mr. Hiren Karsanbhai Patel	Member	Independent Non-Executive Director
Mr. Paranv N. Pandya	Member	Whole-Time Director

- Company Secretary Miss Krisa R Patel is the secretary of all the committees.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure - A". The annual return for the year 2017-18, of the company is also available at www.devitpl.com.

21. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

1. That in the preparation of the annual financial statements for the year ended March31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. 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 March 31, 2018 and of the profit of the Company for the year ended on that date;

3. 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;

4. That the annual financial statements have been prepared on a going concern basis;

5. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

6. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

22. AUDITORS:

1. Statutory Auditors

In the 19^th Annual General Meeting held on 30^th September, 2016 M/s Chandulal M. Shah & Co., Chartered Accountants, Ahmedabad having FRN: 101698W was appointed as Statutory Auditors of the Company until the Conclusion of the Annual General Meeting of the Company for the year ended 31.03.2021, subject to ratification by the members at every Annual General Meeting.

The Ministry of Corporate Affairs vide Companies Amendment Act, 2017 omitted the requirement related to rectification of appointment of statutory auditors by members at every AGM w.e.f. 7th May, 2018. Pursuant to the amendment, the Board hereby recommends to the shareholders for their approval that the requirement of seeking ratification of appointment of Statutory Auditors (M/s Chandulal M. Shah & Co.) at every Annual General Meeting (referred in the resolution passed at the Shareholders meeting held on 29^th September, 2017), be deleted.

2. 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.

3. Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Murtuza Mandorwala & Associates, Practising Company Secretary, Ahmedabad have been appointed as a Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as "Annexure-B".

4. 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 2017-2018. During the year, the Company continued to implement his 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.

23. DISCLOSURE OF EMPLOYEES REMUNERATION:

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 forming part of this report. However, the Annual Report is being sent to the members excluding the said annexure. 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.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure-C".

24. 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".

25. 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 practices 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 organisation.

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 are annexed herewith as Annexure-E.

A certificate from M/s Murtuza Mandorwala & Associates, Practising 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.

26. 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

27. SEXUAL HARASSMENT:

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for staff and secure environment for women employee.

28. 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), colour, 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

29. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, 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 Managing Directors as required under Schedule V of SEBI (Listing Obligations

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

30. 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, 2018 and the date of Directors'' Report i.e. 29^th August, 2018.

31. FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

During the year, the total foreign exchange used was Rs. 4,04,633/- and the total foreign exchange earned was Rs. 13,05,59,001/-.

32. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

33. 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.

34. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of atleast 2% of average net profit are not applicable to the Company.

35. 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 2017-18. The certificate received from CFO is attached herewith as per "Annexure - G".

36. LISTING FEES:

The Company affirms that the annual listing fees for the year 2018-19 to The National Stock Exchange of India Limited (NSE) has been duly paid.

37. APPRECIATION AND ACKNOWLEDGEMENT:

The Board wishes to place on record their sincere appreciation to all the DEVITians and acknowledge with gratitude the effort put in for 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 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.

Place:-Ahmedabad FOR AND ON BEHALF OF BOARD OF DIRECTORS

Date: - 29^th August, 2018 PRANAV N. PANDYA

(Chairman)

(DIN:00021744)

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Mar 31, 2016

The Director have pleasure in presenting their 19th Annual Report on the business and operation of the company and the accounts for the Financial year Ended 31st March,2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY :

The financial results for the year ended 31st March, 2016 and the corresponding figures for the last year are as under:

Particulars	2015-16	2014-15
Profit Before interest, Depreciation &Tax	5,18,26,765	3,67,04,939
Less: Finance Cost	1,46,68,977	1,15,36,930
Less: Depreciation & Amortization Expense	56,15,924	77,96,627
Profit before Tax	3,15,41,864	1,73,71,382
Provision for Tax	1,20,00,000	63,50,000
Short/(Excess) Provision of Tax	-	(33,060)
Deferred Tax	6,02,298	14,29,358
Profit after Tax	2,01,44,162	1,24,83,800
Less : Proposed Dividend & Tax thereon	14,93,110	12,03,580
Balance carried to Balance Sheet	1,86,51,052	1,12,80,220

2. RESERVE & SURPLUS :

Out of Net Profit of Rs.2,01,44,162 during the year, Rs. 50,00,000 is proposed to be transferred to the General Reserve.

3. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR :

The company''s gross revenue increased from Rs4489.16 lacs in FY 2014-15 to Rs4540.84 lacs in FY 201516 and profit after tax increased by 61.36% from Rs 124.84lacs to Rs201.44lacs.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year.

5. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. DIVIDEND : .

The Board of Directors has decided to distribute dividend of Rs. 2.5@ per share on face value of Rs. 10, i.e. 25% on Paid-up Capital.

7. MEETINGS:

Five meeting of the Board of Directors were held during the financial year.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

There is no change in the directors and key managerial personnel of business of the company.

9. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES :

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.

10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions Corporate Social Responsibility is not applicable; to the company.

11. RISK MANAGEMENT POLICY :

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

12. SUBSIDIARY,JOINTVENTURE AND ASSOCIATE COMPANY :

The Company does not have any Join Venture & Associate Company. The statement containing salient features of the financial statements of a subsidiary of the company, Dev Info-Tech North America Limited is given in ANNEXURE 2.

13. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

14. CHANGES IN SHARES CAPITAL :

The Company has not issued any Equity Shares during the year under review.

15. STATUTORY AUDITORS:

The members are requested to appoint Statutory Auditors Chandulal M Shah & Co., (FRN 101698W) Chartered Accountants, at the 19th Annual General Meeting. They have expressed their willingness to act as auditor, if appointed , Statutory Auditors appointed for a term of Five years from 19th Annual General Meeting to 24th Annual General Meeting (from F.Y:2016-17 to the F.Y.2020-21).

16. AUDITORS'' REPORT:

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors'' remarks in their report are self-explanatory and do not call for any further comments.

17. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE 1.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Details of Loans:

No loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013

19. DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All the related party transactions were entered by the Company in ordinary course of business and were in arm''s length basis. The Company presents all related party transactions before the Board specifying the nature, value, and terms and conditions of the transaction. Transaction with related parties are conducted in a transparent manner with the interest of the Company and Stake holders as utmost priority.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arm''s length basis, FORM AOC- 2 is not applicable to the Company.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2015-16.

22. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

23. Foreign exchange earnings and outflow

During the year, the total foreign exchange used was Rs. 2,49,698 and the total foreign exchange earned was Rs. 1,74,89,749.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)

25. DIRECTORS''S RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of Sub- section (3) of Section 134 of the Companies Act, 2013 shall state that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures: The director had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; the director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; the directors had prepared the annual accounts on a going concern basis; and the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has internal financial control system with reference to the financial statement commensurate with the size, scale and complexity of its operations. The Company has a continuous monitoring mechanism which enables the organization to maintain with the same standard of the control systems and helps them in managing any defaults on timely basis because of strong reporting mechanisms followed by the company.

27. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 & 7 of the Companies (Meetings of the Board and its Powers)Rules, 2013 is not applicable to the Company.

28. PARTICULARS OF EMPLOYEES:

The information required pursuant to rule 5 of the companies (appointment and remunerations of managerial Personnel) Rule ,2014 in respect of employees of the Company , will be provided upon request. In terms of sections 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto , excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuring Annual General meeting . If any member is interested in inspecting the same, such member may write to the company in advance.

29. GENERAL:

1. Insurance:

All the assets of the Company have been adequately insured against risk of fire, riot, etc.

2. Industrial Relations:

During the year under review , your company enjoyed cordial relationship with the workers and employees at all the levels.

3. Acknowledgement

The directors place on record their sincere appreciation for the assistance and co-operation extended by Bank, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the company.

For and On behalf of the Board of Directors

Place: Ahmedabad PRANAV PANDYA

Date: 24/08/2016 (Chairman)

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in submitting their 16^th ANNUAL REPORT on the affairs of the Company together with Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

	2012-13 Amount(Rs.)		2011-12 Amount(Rs.)
Profit Before Depreciation and Taxation		17117354	29078208
Less: Depreciation		5017171	3589804
Profit for the year		12100183	25542407
Add (Less):- Excess Provision Written Back			54003
Less : Income Tax Provision		2420975	13200000
Less (Add) : Deferred Tax Liability (Net)		6007093	(4672395)
Add : Surplus Brought forward from last year		7362286	928634
Surplus available for Appropriation		13455376	17943436
Less: Proposed Dividend		500000	500000
Less : Dividend Distribution Tax		84975	81150
Amount Transferred to General Reserve		1000000	10000000
Balance Carried over to Balance Sheet.		11870401	7362286

OPERATIONS:

Our company posted a very healthy growth picture for the financial year2012-13 in continuation to the last 6 year precedents of year on year positive growth story. During the year, your Company has achieved turnover of Rs.4313.74 Lakh, as against previous year turnover of Rs. 3474.95Lakh.

However, due to constant watch and vigil over operating expenses, During the year Gross Operating Profit before Depreciation & Tax is Rs. 171.17 Lakhs as compared to Rs. 290.78 Lakhs in previous year.

The Company has penetrated deeply in Government Segment and also performed remarkably well in Private

Corporate.

The Directors are constantly thriving hard to explore newer avenues to grow horizontally & vertically.

The Management is hopeful of better results in the coming year considering buoyancy in overall economy which has opened floodgates of growth for the Company.

During the current year also management is hopeful for achieving better results and expects good demand for computerization as well as Software Development.

PERFORMANCE :

Your Directors have to inform that Income from services like I.T. enabled consultancy, software development etc. has reduced from 1664.90 Lacs in previous year to Rs 657.50 Lacs during the current year.

Whereas turnover of sale of I.T. products like Microsoft has increased from Rs.1758.94 Lacs in Previous year to Rs.3584.32 Lacs in current year.

The change in composition and product mix has adversely affected the margins of the Company since margins of services Sector are always better compared to trading activities.

The change in Income pattern has adversely affected Gross and Net margins of the Company.

The Management is rigorously working hard to improve revenue from service sector.

DEFERRED TAX LIABILITY:

Claim of service tax liability on payment basis has increased previous of deferred tax liability which has further reduced net profit during year

DIVIDEND:

To commemorate its functioning of one decade, the Board has decided to distribute dividend of Re.l per share on the Face Value of Rs.10 i.e. 10% on Paid up Capital.

DEPOSITS:

During the year, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 and the provisions of Companies (Acceptance of Deposits) Rules, 1975 as amended are not applicable.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The Company has earning in foreign exchange Rs.Nil (Previous year Rs.Nil ) in respect of Incentive Income and used foreign Exchange towards traveling & Subscription Rs.l7,04,457/-(Previous year Rs. Nil).

PARTICULARS OF EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding of Rs. 60,00,000/- per annum or Rs 5 00,000 per month as the case may be being the limits specified under the Rules pursuant to section 217[2A] of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:-

As required U/s. 217(2AA) of the Companies Act, 1956 the Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as on 31st March, 2013 and of the Profit of the Company for the accounting year ended that date.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Milin J. Jani & Co., Firm Reg No. 106396 W, Chartered Accountants, auditors of the Company who retire at this meeting and being eligible offers himself for reappointment. You are requested to reappoint Auditors and fix their remuneration.

ACKNOWLEDGE:

The Board of Directors place on record its appreciation for the co-operation and services rendered from bankers to the Company and look forward to their continued support in the year to come.

By Order of the Board of Directors

Place: Ahmadabad JAIMIN J. SHAH

Date: 02/09/2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in submitting their FIFTEENTH ANNUAL REPORT on the affairs of the Company together with Audited Statement of Accounts for the year ended 31st March 2012,

FINANCIAL RESULTS:

	2011-12 Amount (Rs.)	2010-11 Amount(Rs.)
Profit Before Depreciation and Taxation	29132211	17103502
Less : Depreciation		1881041
Profit for the year	25542407 .	15222461
Add (Less);- Excess Provision Written Back	54003	(38480)
Less : Income Tax Provision	13200000	5250000
Less (Add) : Deferred Tax Liability (Net)	(4672395)	478608
Add : Surplus Brought forward from last year	928634	2015931
Surplus available for Appropriation	17014802	9493853
Less: Proposed Dividend	500000	500000
Less : Dividend Distribution Tax	81150	81150
Amount Transferred to General Reserve	10000.000	10000000
Balance Carried over to Balance Sheet.	7362236	928634

OPERATIONS:

Our company posted a very healthy growth picture for the financial year2011-12 in continuation to the last 6 year precedents of year on year positive growth story. During the year, your Company has achieved turnover of Rs.3423.85 Lakh, as against previous year turnover of Rs. 2257.27 Lakh.

However, due to constant watch and vigil over operating expenses, During the year Gross Operating Profit before Depreciation & Tax Is Rs, 29132 Lakhs as compared to Rs. 152.72 Lakhs In previous year.

The Company has penetrated deeply in Government Segment and also performed remarkably well in Private Corporate.

The Directors are constantly thriving hard to explore newer avenues to grow horizontally & vertically.

The Management is hopeful of better results in the coming year considering buoyancy in overall economy which has opened floodgates of growth for the Company.

During the current year also management is hopeful for achieving better results and expects good demand for computerization as well as Software Development.

DIVIDEND:

To commemorate its functioning of one decade, the Board has decided to distribute dividend of Rs.10 per share on the Face Value of Rs.10 Le. 100% on Paid up Capital,

DEPOSITS:

During the year, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 and the provisions of Companies (Acceptance of Deposits) Rules, 1975 as amended are not applicable,

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:

The Company has earning in foreign exchange Rs. Nil (Previous year Rs.15,83,266 ) in respect of incentive Income and used foreign Exchange towards traveling & Subscription Rs. Nil-(Previous year Rs. Nil).

PARTICULARS OF EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding of Rs. 60,00,000/- per annum or Rs 5 00,000 per month as the case may be being the limits specified under the Rules pursuant to section 217[2A] of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:-

As required U/s. 217(2AA) of the Companies Act, 1956 the Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as on 31st March, 2012 and of the Profit of the Company for the accounting year ended that date.

c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Milin j. Jani & Co., Firm Reg No. 106396 W, Chartered Accountants, auditors of the Company who retire at this meeting and being eligible offers himself for reappointment. You are requested to reappoint Auditors and fix their remuneration.

ACKNOWLEDGE:

The Board of Directors place on record its appreciation for the co-operation and services rendered from bankers to the Company and look forward to their continued support in the year to come.

By Order of the Board of Directors

Place: Ahmedabad JAIMIN J. SHAH

Date: 31/08/2012 CHAIRMAN