Your Directors have pleasure in submitting their 41^st Annual Report of the Company together
with the Audited Statements of Accounts for the year ended March 31,2026.

1. FINANCIAL RESULTS AND PERFORMANCE

The Company''s financial performance for the year under review along with previous year''s
figures are given hereunder:

(Amount in Lacs)

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The total revenue of the financial year 2025-26 is Rs. 134.65 lakhs as against the total revenue of Rs.
188.90 lakhs for the previous financial year 2024-25. During the year, the Company earned a profit
after tax of Rs. 80.04 lakhs against the profit after tax of Rs. 118.34 lakhs for the previous year.

3. ROAD AHEAD:

The Company continues to evaluate opportunities for sustainable growth and long-term value
creation while maintaining compliance with applicable regulatory requirements and prudent
financial management practices. During the year, certain strategic developments have taken
place which may lead to changes in the ownership and management structure of the Company,
subject to the completion of necessary approvals, compliances and other customary conditions.

In view of the evolving business environment and the proposed strategic transition, the Company
is assessing various opportunities to strengthen its business model and explore new avenues for
growth. The future business direction and operational focus of the Company shall be determined
by the Board of Directors in alignment with the Company''s long-term objectives and the interests
of all stakeholders. The management remains committed to ensuring a smooth transition and
maintaining business continuity while pursuing opportunities that enhance shareholder value.

4. DIVIDEND

In order to conserve resources for the development of business of the Company, no Dividend is
being proposed for the current financial year.

5. UNCLAIMED DIVIDEND

During the year under review, there has been no any unclaimed deposit/dividend.

6. TRANSFER TO GENERAL RESERVE

During the year under review, your directors have not transferred any amount to general reserves
except the profit for the financial year 2025-26.

7. CHANGE IN CAPITAL STRUCTURE

During the year under review, there has been change in the paid-up Capital of the Company.
The paid-up capital of the Company stood at 5, 00,000 equity Shares of Rs. 10/- each as on
previous year. During the year, the company has issued equity shares of 88,000 under preferential
issue. Therefore, the paid-up Capital of the Company stood at 5, 88,000 equity shares of Rs. 10/-
each as on March 31,2026.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the
Financial Year 2025-26.

9. MATERIAL CHANGES

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

10. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year.

11. STATUTORY INFORMATION

The Company is presently engaged in activities of investment in shares and securities and renting
of immovable properties.

12. PUBLIC DEPOSITS

During the Financial Year 2025-26, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 as amended up to date.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals,
impacting the going concern status and company''s operations in future.

14. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend of
Executives and Non-Executive Professional Directors.

Mr. Deniis Desai (DIN: 02904192), Director, retires at this Annual General Meeting and being eligible
offers himself for reappointment. Company''s policy on directors'' appointment and remuneration
is available on the website of the company at www.devinsutrading.com/policies/.

Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

The Composition of the Board of Directors and Key Managerial Personnel as on date is as follows:

15. ANNUAL RETURN

Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 ("the Act")
can be viewed on the Company''s website www.devinsutrading.com.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Board endeavors that all contracts/arrangements/transactions entered by the Company
during the financial year with related parties are in the ordinary course of business and on an arm''s
length basis only.

During the year under review the Company had not entered into transaction with related parties
which could be considered material in accordance with the policy of the Company on materiality
of related party transactions. The Policy on Related Party Transactions is uploaded on the website
of the company. The web link is www.devinsutrading.com/policies/.

Further, all related party transactions entered into by the Company were in the ordinary course of
business and were on an arm''s length basis, hence, disclosure in Form No. AOC-2 is not applicable
to the company. The related party transactions entered into by the company are disclosed in the
note 33 in the financial statements forming part of the Annual Report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 10 (Ten) Board meetings during the financial year under review on following
dates:

18. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company. The Board
has constituted sub-committees to focus on specific areas and make informed decisions within
the authority delegated to each of the committees. Each committee of the Board is guided by its
charter, which defines the scope, powers and composition of the committee. All decisions and
recommendations of the Committees are placed before the Board for their information or
approval. The Board has established the following statutory committees:

(1) Audit Committee:

The Audit Committee acts as a link between the Management, Statutory Auditors, Internal Auditors
and the Board of Directors of the Company and overseas the financial reporting process of the
Company. The Committee''s purpose is to oversee the quality and integrity of accounting, auditing
and financial reporting process including review of internal audit reports and action taken report.

The Audit committee shall act in accordance with the terms of reference specified in writing by
the Board which shall, inter alia, include:

a) The recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;

b) Review and monitor the Auditor''s independence and performance, and effectiveness of
audit process;

c) Examination of the Financial Statements and Auditors report thereon;

d) Approval of any subsequent modification of transactions of the Company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the Company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

The composition and Meetings of the Audit committee is as under:

* Mr. Ajay Kailashchand Jain, Ms. Disha Rajkumar Jain and Mr. Rajan Arvind Sawant resigned w.e.f.
04/02/2026.

The composition and Meetings of the Audit committee was changed by the Board in its meeting
dated 04^th February, 2026. The current composition of the Audit committee is as under:

*Mr. Sahil Jain, Mr. Umakant Kashinath Bijapur and Mr. Deniis Desai have joined the committee as
on 04/02/2026.

During the F.Y. 2025-26, the Audit committee met seven (7) times on 17/04/2025, 29/05/2025,
09/07/2025, 12/08/2025, 17/10/2025, 04/02/2026 and 18/03/2026. The necessary quorum was
present for all the meetings.

(2) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall act in accordance with the terms of reference
specified in writing by the Board which shall, inter alia, include:

a) The Nomination and Remuneration Committee shall identify persons who are qualified to
become directors and who may be appointed in senior management in accordance with the
criteria laid down, recommend to the Board their appointment and removal and shall specify
the manner for effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration
committee or by independent external agency and review its implementation and
compliance.

b) The Nomination and Remuneration Committee shall formulate the criteria for determining
qualifications, positive attributes and independence of a director and recommend to the
Board a policy, relating to the remuneration for the directors, key managerial personnel and
other employees.

c) The Nomination and Remuneration Committee shall, while formulating policy shall ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate directors and key managerial personnel of the quality required to run the
Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks, and

c. Remuneration to directors, key managerial personnel and senior management involves
a balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the Company and its goals.

The composition and Meetings of the Nomination and Remuneration committee is as under:

*Mr. Ajay Kailashchand Jain, Ms. Disha Rajkumar Jain and Mrs. Deepa Rupesh Bhavsar resigned
w.e.f. 04/02/2026.

The composition and Meetings of the Nomination and Remuneration committee was changed by
the Board in its meeting dated 04^th February, 2026. The current composition of the Nomination and
Remuneration committee is as under:

During the F.Y. 2025-26, the Nomination and Remuneration committee met five (5) times on

29/05/2025, 09/07/2025, 30/12/2025, 04/02/2026 and 18/03/2026. The necessary quorum was

present for all the meetings.

(3) Stakeholders'' Relationship Committee:

The broad terms of reference of Stakeholders'' Relationship Committee are as under:

a) Resolving the grievances of the security holders of the listed entity including the complaints
related to transfer/transmission of shares, non-receipt of Annual report, non-receipt of
dividends, issue of new/duplicate certificates, general meetings etc.

b) Review of measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Transfer Agent.

d) Review of various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company.

The composition and Meetings of the Stakeholders'' Relationship committee is as under:

*Mrs. Deepa Rupesh Bhavsar, Mr. Ajay Kailashchand Jain and Mr. Rajan Arvind Sawant resigned
w.e.f. 04/02/2026.

The composition and Meetings of the Stakeholders'' Relationship committee was changed by the
Board in its meeting dated 04^th February, 2026. The current composition of the Stakeholders''
Relationship committee is as under:

*Mr. Sahil Jain, Mr. Umakant Kashinath Bijapur and Mr. Deniis Desai have joined the committee as
on 04/02/2026.

During the F.Y. 2025-26, the Stakeholders'' Relationship committee met four (4) times on 17/04/2025,
12/08/2025, 17/10/2025 and 04/02/2026. The necessary quorum was present for all the meetings.

19. LOANS, GUARANTEES AND INVESTMENT

The particulars of loans, guarantees and investments as per Section 186 of the Act by the
Company have been disclosed in the financial statements.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and
the relevant rules.

In the opinion of the Board, the Independent Directors of the Company possess the integrity,
requisite experience and expertise, relevant for the industry in which the Company operates.

All the independent directors have cleared "Online Self-Assessment Test" examination with the
Indian Institute of Corporate Affairs at Manesar, except Mrs. Sangita Hiren Shukla who was
appointed on 18.05.2026.

21. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailed
understanding of the activities of the company including specific projects either at the meeting
of the Board of Directors or otherwise. The induction process is designed to build an understanding
of the company''s business and the markets to equip the Directors to perform their role on the
Board effectively. Independent Directors are also taken through various business situations, nature
of the industry, business model, etc. by way of presentations and discussions. The details of
directors'' induction and familiarization are available on the company''s website at
www.devinsutrading.com/policies/.

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors
and employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee. The Whistle Blower Policy has been
posted on the website of the Company at www.devinsutrading.com/policies/.

23. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby
submits its responsibility Statement:

(a) That in preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) That the directors 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;

(c) That the directors 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;

(d) That the directors had prepared the annual accounts on a going concern basis; and

(e) The directors, had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

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

24. ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation Policy
during the year, which was approved by the Board of Directors. The Policy provides for evaluation
of the Board, the Committee of the Board and individual Directors, including the Chairman of the
Board. The policy provides that evaluation of the performance of the Board as a whole, Board
Committees and Directors shall be carried out on an annual basis.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The board and the nomination and remuneration

committee reviewed the performance of the individual directors on the basis of the criteria such
as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs
in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

25. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which
ensures that all the assets are safeguarded and protected and that the transactions are
authorized recorded and reported correctly. The internal audit covers a wide variety of
operational matters and ensures compliance with specific standard with regards to availability
and suitability of policies and procedures. During the year, no reportable material weakness in the
design or operation were observed.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system
in the company. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information
regarding adequacy of internal financial controls with reference to the financial statements to be
disclosed in the board''s report. The detailed report forms part of Independent Auditors Report.

27. REPORT ON CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs. 10.00 Crore and Net Worth of the
Company is less than Rs. 25.00 Crore, the Provisions of Corporate Governance are not applicable
on the Company in terms of Securities and Exchange Board of India (Listing Obligation and
Disclosure requirement) Regulations, 2015.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013
with regard to Conservation of energy, Technology absorption, Foreign exchange earnings and
outgo are given below:

A. CONSERVATION OF ENERGY

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the Company for utilizing alternate sources of energy: NA

(iii) The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption: NA

(ii) The benefits derived like product improvement, cost reduction, product development or
import substitution: NA

(iii) In case of imported technology (imported during last three years reckoned from the
beginning of the financial year): NA

(iv) The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: NIL

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility) Rules 2014; the Company has not developed and implemented any Corporate
Social Responsibility initiatives as the said provisions are not applicable on your Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2018 ("SEBI LODR Regulations")
is given in Annexure- I.

31. USE OF PROCEEDS

During the year under review, the Company issued 88,000 Equity Shares on a preferential basis at an
issue price of ?350 per Equity Share (comprising a face value of ?10 per Equity Share and a securities
premium of ?340 per Equity Share), aggregating to Rs. 3.08 Crores.

Objects for which funds have been raised and utilized is as under:

The Company has utilized the entire proceeds for the stated objects, and accordingly, there has been
no deviation or variation in the utilization of the funds raised through the preferential issue.

32. AUDITORS

(i) Statutory Auditors

M/s. SVP & Associates, Chartered Accountants (Firm Registration No.: 003838N), Mumbai were
appointed as the Statutory Auditor of the Company for a period of 5 years, from the conclusion of 36^th
Annual General Meeting till the conclusion of the 41^st Annual General Meeting thereafter, they shall
retire as Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee and the Board of Directors, the Members are
requested to consider the appointment M/s. Natvarlal Vepari & Co., Chartered Accountants, (Firm
Registration no. 123626W) as the Statutory Auditor of the Company for a term of five consecutive years
to hold office commencing from the conclusion of this 41st Annual General Meeting till the conclusion
of 46th Annual General Meeting of the Company, at such remuneration as may be fixed by the Board
of Directors from time to time and mutually agreed with the Statutory Auditors.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Bhaveshkumar Arjunkumar Rawal (Membership No.: F8812, COP No.: 10257), Practicing Company
Secretary was appointed as the Secretarial Auditor by the Board of Directors for the Financial Year
2025-26 to 2029-30 and his report is given in Annexure- II.

Report of secretarial auditor is self-explanatory, the Company has strengthened its internal
compliance mechanism and implemented appropriate systems and processes to ensure better
monitoring and timely compliance with the applicable statutory and regulatory requirements.

(iii) Internal Audit

In accordance with provisions of section 138 of the Companies Act, 2013 and rules framed thereunder,
your Company has appointed Mr. Akash Mehta, Practicing Chartered Accountant (Membership No.
168508) as the Internal Auditor of the Company for the Financial Year 2025-26 to 2029-30 and takes his
suggestions and recommendations to improve and strengthen the Internal Control Systems. The
Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on
a yearly basis. The scope of internal audit is approved by the Audit Committee.

33. COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further
explanation as required under section 134 of the Companies Act, 2013.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

At the close of the financial year, the Company did not have any employees on its payroll.
Consequently, there were no employees drawing remuneration in excess of the limits prescribed
under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, no remuneration, salary, commission, sitting fees, or any other monetary benefits were paid
to the Directors or Key Managerial Personnel during the financial year. Accordingly, the disclosures
required under Section 197(12) of the Companies Act, 2013 and the aforesaid Rules are not
applicable to the Company. The detailed remuneration policy of the Company is available on the
below link: www.devinsutrading.com/policies/.

35. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has developed and
implemented the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence of the
Company. These are discussed at the meeting of the Audit Committee and the Board of Directors of
the Company.

At present, the Company has not identified any element of risk which may threaten the existence of
the Company.

36. CEO/ CFO CERTIFICATION

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR)
relating to declaration by CEO/CFO is not applicable to the company.

37. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 relating to certificate of non-disqualification of directors
is not applicable to the company.

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

Your Company has always believed in providing a safe and harassment free workplace for every
individual working in the premises of the Company. Your Company always endeavors to create and
provide an environment that is free from discrimination and harassment including sexual harassment.

In view of the same, your Company has adopted a policy on prevention, prohibition and redressal of
Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under for
prevention and redressal of complaints of sexual harassment at workplace.

During the year under review, your Company has not received any complaint from any of its
employee, hence, no complaint is outstanding for redressal.

39. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016

There are no proceedings initiated/ pending against your company under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial
Institution.

40. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR

It is not applicable to the company during the financial year under review.

41. COMPLAINCE WITH SECRETRIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial
Standard issued by the Institute of Company Secretaries of India (ICSI) {SS-1 and SS-2} respectively
relating to meetings of the Board and the Committees which have mandatory applications.

42. FRAUDS REPORTING

The Statutory Auditor or Secretarial Auditor of the Company have not reported any frauds to the
Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013,
including rules made thereunder.

43. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under
section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not
made and maintained.

44. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring
and Reporting of Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive with a view to regulate trading in securities by the designated persons of
the Company and their immediate relatives. The Code requires pre-clearance for dealing in the
Company''s shares and prohibits the purchase or sale of Company shares by the aforesaid persons
while in possession of unpublished price sensitive information in relation to the Company and during
the period when the Trading Window is closed. The Board is responsible for implementation of the
Code. The Company has a Prohibition of Insider Trading Policy and the same has been posted on the
website of the Company at www.devinsutrading.com/policies/.

45. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR APPOINTED DURING THE
YEAR.

During the year under review Company had appointed Mr. Umakant Bijapur (DIN: 07269181) and Mr.
Sahil Jain (DIN: 11521946) as an Independent Director w.e.f. February 04, 2026.

46. COMPLIANCE WITH MATERNITY BENEFIT ACT

The provisions of the Maternity Benefit Act is not applicable to the Company as on 31^st March, 2026.

47. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below
the gender composition of its workforce as on the March 31,2026.

Male Employees/ Directors: 4
Female Employees: 0
Transgender Employees: 0

This disclosure reinforces the Company''s efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

48. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and
development will help us to measure up to future challenges and opportunities. We invest in and
encourage continuous innovation. During the year under review, expenditure on research and
development is not significant in relation to the nature size of operations of Company.

49. INSURANCE

All the properties and the insurable interest of the company including building and stocks wherever
necessary and to the extent required have been adequately insured. The company keeps reviewing
the insurance amount every year as per requirement.

50. OTHER DISCLOSURE

Subsequent to the close of the financial year, the Acquirer(s) entered into a Share Purchase
Agreement ("SPA") dated May 20, 2026 for the acquisition of shares and/or control of the Company.
Pursuant to the execution of the SPA, a Public Announcement ("PA") dated May 20, 2026 was made
by the Manager to the Offer on behalf of the Acquirer(s), in accordance with the provisions of the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, thereby triggering a
mandatory Open Offer to the eligible public shareholders of the Company.

As on the date of this Report, the Open Offer process is ongoing and is being carried out in compliance
with the applicable provisions of the SEBI (SAST) Regulations. The Company is extending all necessary
assistance and cooperation to the Acquirer(s), the Manager to the Offer, and other intermediaries, as
required under the applicable laws.

51. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment and express their sincere thanks and appreciation to all the employees
for their continued contribution, support and co-operation to the operations and performance of the
company.

1

Mr. Sahil Jain, Mr. Umakant Kashinath Bijapur and Mr. Mukesh Kumar Bothra have joined the
committee as on 04/02/2026.

Your Directors have pleasure in submitting their 40^th Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31^st March 2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s
figures are given hereunder:

(Audited) (Amount in Lacs )

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The total revenue of the financial year 2024-25 is Rs. 188.90 lakhs as against the total revenue of
Rs. 81.88 lakhs for the previous financial year 2023-24 . During the year, the Company earned a
profit after tax of Rs. 118.43 lakhs against the profit after tax of Rs. 45.64 lakhs for the previous
year.

3. RESULT OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS

The Company is presently engaged in activities of investment in shares and securities and
renting of immovable properties.

4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year.

5. DIVIDEND

In order to conserve resources for the development of business of the Company, no Dividend
is being proposed for the current financial year.

6. CHANGE IN CAPITAL STRUCTURE

During the year under review, there has been no any change in the paid Capital of the
Company. The paid-up capital of the Company stood at 5,00,000 equity Shares of Rs. 10/- each.

7. TRANSFER TO GENERAL RESERVE

During the year under review, your directors have not transferred any amount to general
reserves except the profit for the financial year 2024-25.

8. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act, 2013, deposits / dividend remaining
unclaimed for a period of seven years from the date they become due for payment have to
be transferred to Investor Education & Protection Fund (IEPF) established by the Central
Government.

During the year under review, there has been no any unclaimed deposit/dividend remaining to
transfer.

9. PUBLIC DEPOSITS

During the Financial Year 2024-25, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 as amended up to date.

10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR.

Your Company is managed and controlled by a Board comprising an optimum blend of
Executives and Non-Executive Professional Directors. Ms. Deepa Bhavsar (DIN: 07167937),
Director, retires at this Annual General Meeting and being eligible offers herself for
reappointment.

Mr. Ajay Jain (DIN: 00685236) and Ms. Disha Jain (DIN: 07716625) have given the declaration to
the Board that he meet the criteria of the Independence as provided in section 149(6) of the
Companies Act, 2013. In the opinion of the board, he fulfil the conditions as specified in the Act,
and Rules made thereunder for appointment as an Independent Director.

All the Directors possess the requisite qualifications and experience in general corporate
Management, finance, banking and other allied fields which enable them to contribute
effectively to the Company in their capacity as Directors of the Company.

The Composition of the Board of Directors as on March 31,2025 as follows:

11. KEY MANAGERIAL PERSONNEL(S) (KMP)

Pursuant to Section 203 of the Companies Act, 2013 read with The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, In addition to Whole Time Director, the
Company has employed the Company Secretary and Chief Financial Officer of the Company
as Key Managerial Personnel.

*Mr. Nitin Parab resigned as Chief Financial Officer w.e.f. May 1,2025.

**Mr. Vinayak Pawar is proposed to be appointed as Chief Financial Officer in the Board Meeting
to be held on July 09, 2025

12. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Directors during the year ended 31^st March, 2025:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholder Relationship Committee

13. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR APPOINTED
DURING THE YEAR.

During the year under review Company had appointed Mr. Ajay Jain (DIN 00685236) and Ms.
Disha Jain (DIN: 07716625 )as an Independent Director w.e.f. 12^th August 2023 and 8^th November
2023 respectively.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors 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;

(c) the directors 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively. Internal
financial control means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business including adherence to Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018 ("SEBI LODR
Regulations") is given separately forming part of this Annual Report.

16. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth of the
Company is less than Rs. 25.00 Cr, the Provisions of Corporate Governance are not applicable

on the Company in terms of Securities and Exchange Board of India (Listing Obligation and
Disclosure requirement) Regulations, 2015.

17. Shifting of Registered Office

During the financial year under review, the Registered Office of the Company was shifted from
"82, Maker Chambers III, Nariman Point, Mumbai 400 021" to "603, 6th Floor, Plot 207, Embassy
Centre, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400021" within local limits with effect
from 06/11 /2024, pursuant to the approval of the Board of Directors at their meeting held on
06/11/2024 and in compliance with the applicable provisions of the Companies Act, 2013 and
the rules framed thereunder.

The change of address has been duly intimated to the Registrar of Companies and all necessary
statutory filings have been completed.

After the closing of Financial Year, the Registered Office of the Company was again shifted from
"603, 6th Floor, Plot 207, Embassy Centre, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400021"
to "102, Floor - 10, Plot - 220, Maker Chamber VI, Jamnalal Bajaj Marg, Nariman Point, Mumbai
- 400021" within local limits." with effect from 29/05/2025, pursuant to the approval of the Board
of Directors at their meeting held on 29/05/2025 and in compliance with the applicable
provisions of the Companies Act, 2013 and the rules framed thereunder.

The change of address has been duly intimated to the Registrar of Companies and all necessary
statutory filings have been completed.

18. AUDITORS

(i) Statutory Auditors

M/s. SVP & Associates, Chartered Accountants (ICAI Registration no. 003838N), Mumbai were
appointed as an Statutory Auditor of the Company for a period of 5 years, from the conclusion
of 36^th Annual General Meeting till the conclusion of the 6^th Annual General Meeting thereafter.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Harshad Pusalkar, Proprietor of M/s Pusalkar & Co., Practicing Company Secretary (Firm
Unique Code S2020MH771800) was appointed as Secretarial Auditor by the Board of Directors
for the financial year 2024-25 and his report is attached separately to this report.

19. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act, 2013 and rules framed
thereunder, your Company has appointed M/s. N T B and Co., Chartered Accountants as an
Internal Auditors of the Company for the Financial years 2024-25 and takes their suggestions and
recommendations to improve and strengthen the Internal Control Systems.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to
the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act,
2013, including rules made thereunder.

21. COMPLAINCE WITH SECRETRIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial
Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1 and SS2} respectively
relating to meetings of Board and Committees which have mandatory applications.

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

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.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation
of energy, technology absorption is not applicable to the Company as the Company is not
involved in any manufacturing processing.

The Company mainly engaged in the renting and investment activities. Foreign exchange
earnings and outgo of the Company are Nil during the financial year 2022-23.

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

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable on your Company.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Disclosure in Form AOC-2 is furnished as an annexure to this report with respect to contract or
arrangements made with related parties as defined under Section 188 of the Companies Act,
2013 during the year under review.

27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification, reservation or adverse remarks made by the either by the Auditors.

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

The Company has formulated a policy known as Nomination and Remuneration Policy to
govern the appointment and payment of remuneration to directors and KMPs. The said policy
is available on website www.devinsutrading.com

29. ANNUAL RETURN

Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 ("the Act")
can be viewed on the Company''s website www.devinsutrading.com.

30. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 6 (Six) Board meetings during the financial year under review on following
dates.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the
financial year 2024-25.

32. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies
Act, 2013 and the relevant rules.

33. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and
implement the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence of the
Company.These are discussed at the meeting of the Audit Committee and the Board of
Directors of the Company.

At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

34. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the Audit committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee for reporting issues concerning the interests of co employees and the Company.
The Whistle Blower Policy is available on the website of the company viz.,
www.devinsutrading.com.

35. Transfer of Promoter Shares:

In compliance with Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, the acquisition of shares of Devinsu Trading Limited through inter-se transfer
among the existing promoters and the Acquirer Company. The proposed transfer is exclusively
among the existing promoters and the Acquirer Company, wherein the promoters of the Target
Company collectively hold more than 50% of the equity shares.

This acquisition is being undertaken pursuant to an inter-se transfer of shares among qualifying
persons as specified under Regulation 10(1) (a) (iii) of the SEBI (SAST) Regulations, 2011.

The inter-se transfer does not result in any change in the overall promoter shareholding of the
Company and is in compliance with the applicable provisions of the SEBI (SAST) Regulations,
2011.

The details of the acquisition through inter-se transfer under Regulation 10(5) is as below:

36. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

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

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

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

The Company has a formal system of internal control testing which examines both the design
effectiveness and operational effectiveness to ensure reliability of financial and operational
information and all statutory / regulatory compliances. The Company has a strong monitoring
and reporting process resulting in financial discipline and accountability.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals,
impacting the going concern status and company''s operations in future.

39. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of
Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and
Companies (Particulars of Employees) Rules, 1975. During the year under review, relationship
with the employees is cordial.

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

Your Company has always believed in providing a safe and harassment free workplace for
every individual working in the premises of the Company. Your Company always endeavors to
create and provide an environment that is free from discrimination and harassment including
sexual harassment.

In view of the same, your Company has adopted a policy on prevention, prohibition and
redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under for prevention and redressal of complaints of sexual harassment at
workplace.

During the year under review, your Company has not received any complaint from any of its
employee, hence, no complaint is outstanding for redressal.

41. FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation
Policy during the year, which was approved by the Board of Directors. The Policy provides for
evaluation of the Board, the Committee of the Board and individual Directors, including the
Chairman of the Board.

The policy provides that evaluation of the performance of the Board as a whole, Board
Committees and Directors shall be carried out on an annual basis.

42. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailed
understanding of the activities of the company including specific projects either at the meeting
of the Board of Directors or otherwise. The induction process is designed to build an

understanding of the company''s business and the markets to equip the Directors to perform
their role on the Board effectively. Independent Directors are also taken through various business
situations, nature of the industry, business model etc. by way of presentations and discussions.
The details of directors'' induction and familiarization are available on the company''s website
at www.devinsutrading.com.

43. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as
well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to
compliance with the Code of Conduct of the Company.

44. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Rajan Arvind Sawant Deepa Rupesh Bhavsar
Whole Time Director Director

DIN:08562840 DIN:07167937

Date : Mumbai
Place: 9^th July 2025

Your Directors have pleasure in submitting their 39^th Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s
figures are given hereunder:

(Audited) (Amount in Lacs )

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The total revenue of the financial year 2023-24 is Rs. 81.88 lakhs as against the total revenue of
Rs.50.79 lakhs for the previous financial year 2022-23 . During the year, the Company earned a
profit after tax of Rs. 45.64 lakhs against the profit after tax of Rs. 20.62 lakhs for the previous year.

3. RESULT OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS

The Company is presently engaged in activities of investment in shares and securities and
renting of immovable properties.

4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year.

5. DIVIDEND

In order to conserve resources for the development of business of the Company, no Dividend
is being proposed for the current financial year.

6. CHANGE IN CAPITAL STRUCTURE

During the year under review, there has been no any change in the paid Capital of the
Company. The paid-up capital of the Company stood at 5,00,000 equity Shares of Rs. 10/- each.

7. TRANSFER TO GENERAL RESERVE

During the year under review, your directors have not transferred any amount to general
reserves except the profit for the financial year 2023-24.

8. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act, 2013, deposits / dividend remaining
unclaimed for a period of seven years from the date they become due for payment have to
be transferred to Investor Education & Protection Fund (IEPF) established by the Central
Government.

During the year under review, there has been no any unclaimed deposit/dividend remaining to
transfer.

9. PUBLIC DEPOSITS

During the Financial Year 2023-24, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 as amended up to date.

10. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR.

Your Company is managed and controlled by a Board comprising an optimum blend of
Executives and Non-Executive Professional Directors. Ms. Deepa Bhavsar (DIN: 07167937),
Director, retires at this Annual General Meeting and being eligible offers herself for
reappointment.

During the year Ms. Monisha J Dalia and Mr. Nikunj Shah has resigned w.e.f. 23/08/2023 &
11/11/2023 as Independent Directorship

During the year Mr. Ajay Jain and Ms. Disha Jain appointed as an Independent Director of the
Company w.e.f. 12/08/2023 and 08/11/2023 respectively.

Mr. Ajay Jain (DIN: 00685236) and Ms. Disha Jain (DIN: 07716625) have given the declaration to
the Board that he meet the criteria of the Independence as provided in section 149(6) of the
Companies Act, 2013. In the opinion of the board, he fulfil the conditions as specified in the Act,
and Rules made thereunder for appointment as an Independent Director.

All the Directors possess the requisite qualifications and experience in general corporate
Management, finance, banking and other allied fields which enable them to contribute
effectively to the Company in their capacity as Directors of the Company.

The Composition of the Board of Directors as on March 31,2024 as follows:

* Mr. Nikunj Hasmukh Shah and Ms Monisha J.Dalia Resigned w.e.f. 11^th November 2023 and
23^rd August 2023

11. KEY MANAGERIAL PERSONNEL(S) (KMP)

Pursuant to Section 203 of the Companies Act, 2013 read with The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, In addition to Whole Time Director, the
Company has employed the Company Secretary and Chief Financial Officer of the Company
as Key Managerial Personnel.

Following were the KMP during the Financial Year ended 31^st March, 2024

12. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Directors during the year ended 31^st March, 2023:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholder Relationship Committee

13. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR APPOINTED
DURING THE YEAR.

During the year under review Company had appointed Mr. Ajay Jain (DIN 00685236) and Ms.
Disha Jain (DIN: 07716625 )as an Independent Director w.e.f. 12^th August 2023 and 8^th November
2023 respectively.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board
hereby submits its responsibility Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) the directors 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;

(c) the directors 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively. Internal
financial control means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business including adherence to Company''s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018 ("SEBI LODR
Regulations") is given separately forming part of this Annual Report.

16. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth of the
Company is less than Rs. 25.00 Cr, the Provisions of Corporate Governance are not applicable
on the Company in terms of Securities and Exchange Board of India (Listing Obligation and
Disclosure requirement) Regulations, 2015.

17. AUDITORS

(i) Statutory Auditors

M/s. SVP & Associates, Chartered Accountants (ICAI Registration no. 003838N), Mumbai were
appointed as an Statutory Auditor of the Company for a period of 5 years, from the conclusion
of 36^th Annual General Meeting till the conclusion of the 6^th Annual General Meeting thereafter.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Harshad Pusalkar, Proprietor of M/s Pusalkar & Co., Practicing Company Secretary (Firm
Unique Code S2020MH771800) was appointed as Secretarial Auditor by the Board of Directors
for the financial year 2023-24 and his report is attached separately to this report.

18. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act, 2013 and rules framed
thereunder, your Company has appointed M/s. N T B and Co., Chartered Accountants as an
Internal Auditors of the Company for the Financial years 2022-23 and 2023-24 and takes their
suggestions and recommendations to improve and strengthen the Internal Control Systems.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to
the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act,
2013, including rules made thereunder.

20. COMPLAINCE WITH SECRETRIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial
Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1 and SS2} respectively
relating to meetings of Board and Committees which have mandatory applications.

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

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.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The disclosures required to be made under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation
of energy, technology absorption is not applicable to the Company as the Company is not
involved in any manufacturing processing.

The Company mainly engaged in the renting and investment activities. Foreign exchange
earnings and outgo of the Company are Nil during the financial year 2022-23.

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

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable on your Company.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Disclosure in Form AOC-2 is furnished as an annexure to this report with respect to contract or
arrangements made with related parties as defined under Section 188 of the Companies Act,
2013 during the year under review.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification, reservation or adverse remarks made by the either by the Auditors.

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

The Company has formulated a policy known as Nomination and Remuneration Policy to
govern the appointment and payment of remuneration to directors and KMPs. The said policy
is available on website www.devinsutrading.com

28. ANNUAL RETURN

Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 ("the Act")
can be viewed on the Company''s website www.devinsutrading.com.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 6 (Six) Board meetings during the financial year under review on following
dates.

30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the
financial year 2023-24.

31. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies
Act, 2013 and the relevant rules.

32. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and
implement the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence of the
Company.These are discussed at the meeting of the Audit Committee and the Board of
Directors of the Company.

At present, the Company has not identified any element of risk which may threaten the
existence of the Company.

33. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has established a vigil mechanism and overseas through the Audit committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee for reporting issues concerning the interests of co employees and the Company.
The Whistle Blower Policy is available on the website of the company viz.,
www.devinsutrading.com.

34. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

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

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

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

The Company has a formal system of internal control testing which examines both the design
effectiveness and operational effectiveness to ensure reliability of financial and operational
information and all statutory / regulatory compliances. The Company has a strong monitoring
and reporting process resulting in financial discipline and accountability.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals,
impacting the going concern status and company''s operations in future.

37. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt of
Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and
Companies (Particulars of Employees) Rules, 1975. During the year under review, relationship
with the employees is cordial.

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

Your Company has always believed in providing a safe and harassment free workplace for
every individual working in the premises of the Company. Your Company always endeavors to
create and provide an environment that is free from discrimination and harassment including
sexual harassment.

In view of the same, your Company has adopted a policy on prevention, prohibition and
redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under for prevention and redressal of complaints of sexual harassment at
workplace.

During the year under review, your Company has not received any complaint from any of its
employee, hence, no complaint is outstanding for redressal.

39. FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulated Evaluation
Policy during the year, which was approved by the Board of Directors. The Policy provides for
evaluation of the Board, the Committee of the Board and individual Directors, including the
Chairman of the Board.

The policy provides that evaluation of the performance of the Board as a whole, Board
Committees and Directors shall be carried out on an annual basis.

40. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors to provide detailed
understanding of the activities of the company including specific projects either at the meeting
of the Board of Directors or otherwise. The induction process is designed to build an
understanding of the company''s business and the markets to equip the Directors to perform
their role on the Board effectively. Independent Directors are also taken through various business
situations, nature of the industry, business model etc. by way of presentations and discussions.
The details of directors'' induction and familiarization are available on the company''s website
at www.devinsutrading.com.

41. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as
well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to
compliance with the Code of Conduct of the Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Companies
activities during the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

Rajan Arvind Sawant Deepa Rupesh Bhavsar
Whole Time Director Director

DIN: 08562840 DIN:07167937

Date: Mumbai
Place: 28^th August 2024

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2014.

Financial Results

(Amount in Rs.) Particulars For the year ended For the year ended 31st March, 2014 31st March, 2013

Total Income 13,63,776 10,73,206

Profit before Depreciation & Tax 12,79,155 8,29,761

Less : Depreciation 495 521

Profit Before Tax 12,78,660 8,29,240

Less : Provision for Tax 2,36,798 1,52,107

Net Profit After Tax 10,41,862 6,77,133

Performance

During the year the total income of the Company is Rs. 13,63,776/- as against Rs. 10,73,206/- of the previous year. Barring unforeseen contingencies, the performance of the Company in the year 2013-14 is expected to be satisfactory.

Dividend

In order to conserve resources for the development of business of the Company, the Board of Directors regrets their inability to recommend dividend for the year 2013-14.

Directors

Mr. Ajay Gupta retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Fixed Deposits

The Company has not accepted deposits from the public during the period under review.

Auditors

M/s R. K. Chapawat & Co., Chartered Accountants, Mumbai, hold office as statutory auditors of the Company until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956. Your Company has received a certificate from M/s R. K. Chapawat & Co., Chartered Accountants confirming their eligibility for reappointment.

Particulars of Employees

During the year under report, the Company had not employed any employee whose particulars are required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy. Technology absorption. Foreign Exchange Earnings & Outgo.

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Compliance Certificate

As required under Section 383(A)(1) of the Companies Act, 1956, Compliance Certificate from Secretary in Whole-time practice is attached herewith.

Directors'' Responsibility Statement

The Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. Appropriate accounting polices have been selected and applied 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 period ended on that date.

III. Proper and sufficient care have been taken 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.

IV. The annual accounts have been prepared on a going concern basis.

For & On Behalf of the Board of Directors

Ajay Gupta Venugopal Nair Din. 00375853 Din. 00404321

Place : Mumbai Date : 27.05.2014

G.B.B. Babuji, B.Com (Hons), FCS Company Secretary FCS 1182, CP No.8131 C-601, Neelsidhi Splendour Sector 15, CBD Belapur Navi Mumbai 400614 Mobile: 9819099046 e-mail:[email protected]

To, The Members

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2013.

Financial Results

(Amount in Rs.)

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012 Total Income 10,73,206 896,374

Profit before Depreciation & Tax 8,29,761 (18,405)

Less : Depreciation 521 549

Profit Before Tax 8,29,240 (18,954)

Less : Provision for Tax 1,52,107

Net Profit After Tax 6,77,133 (18,954)

Performance

During the year the total income of the Company is Rs. 10,73,206/- as against Rs. 8,96,374/- of the previous year and the profit before depreciation and tax during the year was Rs. 8,29,761/- as against Rs. (18,405)/- in the previous year. Barring unforeseen contingencies, the performance or the Company in the year 2012-13 is expected to be satisfactory.

Dividend

In order to conserve resources for the development of business of the Company, the Board of Directors regrets their inability to recommend dividend for the year 2012-13.

Directors

Mr. Arun Goel retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Fixed Deposits

The Company has not ac^pted deposits from the public during the period under review.

Auditors

M/s R. K. Chap^wat & Co., Chartered Accountants, Mumbai, hold office as statutory auditors of the Comply until the conclusion of the ensuing Annual General Meeting. It is pioposed to reappoint them as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting pursuant to the provisions of Section 224 (IB) of the Companies Act, 1956. Your Company has received a certificate from M/s R. K. Chapawat & Co., Chartered Accountants confirming their eligibility for reappointment.

Particulars of Employees

During the year under report, the Company had not employed any employee whose particulars are required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy. Technology absorption. Foreign Exchange Earnings & Outgo

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Compliance Certificate

As required under Section 383(A)(1) of the Companies Act, 1956, Compliance Certificate from Secretary in Whole-time practice is attached herewith.

Directors'' Responsibility Statement

The Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. Appropriate accounting polices have been selected and applied consistently and made judgments and estimates thai aie reasonable and prudent so at, to give a true and fair view of the state of affairs of the period ended on that date.

III. Proper and sufficient care have been taken for the maintenance of adequate accounting .^corclRs. in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of zhs Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

For & On Behalf of the Board of Directors

Director

Place : Mumbai

Date :02/05/2013

The Directors have pleasure in presenting the 26th Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2012.

Financial Results

(Amount in Rs.)

Particulars For the year ended For the year ended 31st March, 2012 31st March, 2011

Total Income 896,374 948,821

Profit before Depreciation & Tax (18,405) 906,028

Less : Depreciation 549 2,744

Profit Before Tax (18,954) 903,284

Less : Provision for Tax - 167,469

Net Profit After Tax (18,954) 735,815

Performance

During the year the total income of the Company is Rs. 896,374/- as against Rs. 948,821/- of the previous year and the profit before depreciation and tax during the year was Rs. (18,405)/- as against Rs. 906,028/- in the previous year. Barring unforeseen contingencies, the performance of the Company in the year 2012-13 is expected to be satisfactory.

Dividend

In view of the loss suffered, the Board of Directors regrets their inability to recommend dividend for the year 2011-12.

Directors

Mr. Venugopal Nair retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Fixed Deposits

The Company has not accepted deposits from the public during the period under review.

Auditors

M/s R. K. Chapawat & Co., Chartered Accountants, Mumbai, hold office as statutory auditors of the Company until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956. Your Company has received a certificate from M/s R. K. Chapawat & Co., Chartered Accountants confirming their eligibility for reappointment.

Particulars of Employees

During the year under report, the Company had not employed any employee whose particulars are required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy. Technology absorption. Foreign Exchange Earnings & Outgo

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Compliance Certificate

As required under Section 383(A)(1) of the Companies Act, 1956, Compliance Certificate from Secretary in Whole-time practice is attached herewith.

Directors' Responsibility Statement

The Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. Appropriate accounting policies have been selected and applied 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 period ended on that date.

III. Proper and sufficient care have been taken 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.

IV. The annual accounts have been prepared on a going concern basis.

For & On Behalf of the Board of Directors



Director Director

Place : Mumbai

Date : 30.05.2012

The Directors have pleasure in presenting the 25th Annual Report of your Company together with the audited financial results for the year ended on 31st March, 2010.

Financial Results

Particulars For the year ended For the year ended 31st March, 2010 31st March, 2009

Total Income 8,58,000 10,13,768

Profit before Depreciation & Tax 7,78,027 9,61,810

Less : Depreciation 3,430 4,288

Profit Before Tax 774597 9,57,522

Less : Provision for Tax 1196757 2,16,967

Net Profit After Tax 654922 7,40,555

Performance

During the year the total income of the Company is Rs. 8,58,000/- as against Rs. 10,13 768/- of the previous year and the profit before depreciation and tax during the year was Rs. 7,78,027/- as against Rs. 9,61 810/- in the previous year. Barring unforeseen contingencies, the performance of the Company in the year 2010-11 is expected to be satisfactory.

Dividend

In order to conserve resources for the development of business of the Company, the Board of Directors regrets their inability to recommend dividend for the year 2009- 10.

Directors

Mr. Arun Goel retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Fixed Deposits

The Company has not accepted deposits from the public during the period under review.

Auditors

M/s R. K. Chapawat & Co., Chartered Accountants, Mumbai, hold office as statutory auditors of the Company until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting pursuant to the provisions of Section 224 (1B) of the Companies Act, 1956. Your Company has received a certificate from M/s R. K. Chapawat & Co., Chartered Accountants confirming their eligibility for reappointment.

Particulars of Employees

During the year under report, the Company had not employed any employee whose particulars are required to be disclosed in this report pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy. Technology absorption. Foreign Exchange Earnings

During the year under review, the Company had not carried out any activity, the particulars in respect of which are required to be disclosed in this report pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Compliance Certificate

As required under Section 383(A)(1) of the Companies Act, 1956, Compliance Certificate from Secretary in Whole-time practice is attached herewith.

DirectorsResponsibility Statement

The Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. Appropriate accounting polices have been selected and applied 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 period ended on that date.

III. Proper and sufficient care have been taken 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.

IV. The annual accounts have been prepared on a going concern basis.

For & On Behalf of the Board of Directors

Doctor Director

Place : Mumbai Date : 28.05.2010