డైరెక్టర్ల నివేదిక Devoted Construction Ltd.

Mar 31, 2025

The Directors of the Company have pleasure in presenting the 09^th Standalone Annual Report and Audited Statement of Accounts for the Financial Year Ended 31^st March, 2025.

(Rs in INR)
Financial Results	2024-25	2023-24
Sales and Services	-	-
Other Income	-	-
Total Revenue	-	-
Total Expenditure	4,18,000	6,01,000
Profit/Loss before Tax	[4,18,000)	[6,01,000)
Less: Tax Expenses	-	-
Current Tax	-	-
Deferred Tax	-	-
Taxes for Earlier Years	-	-
Profit/Loss for the year after tax	[4,18,000)	[6,01,000)

DIVIDEND

The Board of Directors does not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to overcome the loss for the Financial Year ended 31^st March, 2025 and to strengthen the networking capital.

MANAGEMENT DISCUSSION & ANALYSIS fMDAl

Financial Review

The operating income during the financial year ended 31^st March, 2025 was NIL as against NIL/- in the previous financial year ended 31^st March, 2024. During the Year the Company has a Loss of Rs. 4,18,000/-. We are pleased to inform that our Company has been selected for ongoing project in Lucknow of Kaustubh Infraprojects Pvt Ltd, with the total work in valued at Rs.5 Crores.

Share Capital and Change in Share Capital

Authorized Share Capital

The Authorized share capital of the Company as on 31^st March, 2025 was Rs. 3,10,00,000/- [Rupees Three Crores Ten Lacs) divided into 31,00,000 [Thirty-One Lacs) Shares of Rs.10/- reach.

Paid Up Share Capital

The paid-up capital of the Company as on 31^st March, 2025 was Rs. 3,00,10,800 [Rupee Three Crores Ten Thousand Eight Hundred Only) divided into 30,01,080 Equity Shares of Rs. 10/- each. During the period under review, there was no change in the share capital of the Company.

Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 issued by Securities and Exchange Board of India (SEBI) with respect to Standard Operating Procedure (SOP) for suspension and revocation of equity shares of listed entities for non-compliance with provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Trading in securities of the companies has been suspended w.e.f November 21, 2022 on account of non-compliance with Regulation 76 ofSEBI (Depositories and Participants) Regulations, 2018.

Pursuant to the provisions of Letter No. LIST/COMP/AJ/SCN/252/2023-24 dated June 26, 2023 issued by BSE to show cause notice in the matter of compulsory delisting of securities from BSE Ltd. ("Exchange").

The company has made the application for revocation of suspension of trading in securities to the BSE but the same is still pending as case is under process with listing team operation.

Industry Overview for the Company

A turbulent equity movement, dismal corporate earnings, sub normal monsoons, plunge in commodity and oil prices: It has not been a good year to remember for Real Estate. Year 2024-25 turned out to be a complicated year for investors with corporate performance failing markets expectation. Domestic politics have also eluded market expectations.

Opportunities and Outlook

Fire is the Test of Gold; adversity is the test of character. The year was a ‘trial by fire’ for the real estate industry. After the monumental regulatory changes and reforms rolled out in the previous year, implementation of RERA and GST was particularly impactful for the real estate industry. Markets are likely to be volatile. However, we are positive that in 2025, a more meaningful shift will take place in financial assets.

Threat. Risks & Concern

Low pace of global growth, low commodity prices and the government’s inability to balance the fiscal deficit will be three key challenges to the markets. While the developed economies are moving out of repair, growth across many emerging markets could moderate, given high dollar debt. Key long-term challenge for India remains ability to rein in the consolidated fiscal deficit. Government expenditure bill will increase, with the proposed revision in wages and likelihood of other measures to support rural income.

Adequacy of Internal Control

The Company has a well laid out internal control system. The internal control system is so designed to ensure that there is adequate safeguard, maintenance and usage of assets of the Company.

Human Resources

The Company currently has a strong team of less than 05 employees and we would like to thank each and every member of the devoted family for their role and continuous contribution towards the Company’s performance.

Fixed Deposits

During the Financial Year 2024-25, your Company has not accepted any deposit within the meaning of Sections73 and 74 the Companies Act, 2013 read together with the Companies [Acceptance of Deposits] Rules, 2014.

Nomination & Remuneration Policy and Particulars of Employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Regulation 19 of the LODR, the Board of Directors of the Company at their meeting held on 25^th November, 2017 formulated the Remuneration Policy on the recommendations of the Nomination & Remuneration Committee. The salient features covered in the Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this Report

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure A” to this Report and is available on the website of the Company.

Director''s & Key Managerial Personnel fAppointments/Re-Appointments): Directors

Pursuant to Section 152 of the Companies Act, 2013, Mr. Suresh Bohra Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Key Managerial Personnel''s

Mr. Gaurav Bohra Managing Director & Chief Financial Officer and Ms. Priya Agarwal, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of the Companies Act, 2013 and Rules made there under in terms of Section 203 of the Companies Act, 2013 and their applicable rules.

Familiarization Program for Independent Directors

The details of programs for familiarization of Independent Directors with the Company, their roles, rights,responsibilities in the Company and related matters are put up on the website of the Company.

Evaluation of Board Performance

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and LODR, the Board of Director on recommendation of Nominations & Remuneration Committee have evaluated the effectiveness of the Board/Director(s) for financial year 2024-25.

Particulars of Employees and Related Disclosures

The provisions of 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 does not apply in your Company.

Number of Meetings of the Board and Audit Committee

The details of the number of Board and Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

The Company has the following three (3) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

The details with respect to the composition, terms of reference, number of meetings held, etc. of these Committees are included in the Report on Corporate Governance, which forms part of the Annual Report.

Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteriaof independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as LODR.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(3] [c] of the Companies Act, 2013, the Directors confirm that:

(a] in the preparation of the annual accounts for the Financial Year ended 31^st March, 2025, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b] the Directors 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 at 31^st March, 2025 and of the loss of the Company for the financial year ended 31^st March, 2025;

(c] the Directors have taken proper and sufficient care 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;

(d] the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e] the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f] The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors’ Report

KRA & Associates Chartered Accountants, New Delhi, with (Firm Registration number 029352N) are appointed as the Statutory Auditors of the Company in the 05^th Annual General Meeting held on 30^th December, 2021 for the term of 5 years to hold office from the conclusion of 06^th AGM until the conclusion of the 11^th AGM. Further, M/s KRA & Associates has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

The Qualification made by the Auditor has been replied by the Management and same has been annexed as ANNEXURE-B.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, your Company has appointed MZ & Associates, Company Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is

annexed herewith as "Annexure - C" to this Report. The remark of the secretarial auditor is placed with the following observation: -

SI. No.	Compliance Requirement	Deviations	Ohservations/Remarks of the Practicing Company Secretary
1	As per section 138 of The Companies Act, 2013 read along with The Companies (Accounts) Rules, 2014 such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company. As per Rule 13 of The Companies (Accounts) Rules, 2014 Every Listed Company and other class of Companies are required to appoint an internal auditor	The company has not appointed an internal auditor for the FY2024-25	The company has not complied with Section 138 of The Companies Act, 2013 read along with The Companies (Accounts) Rules, 2014 by not appointing the internal auditor in the company during the period under review in the FY 202425

*Trading in securities of the companies has been suspended w.e.f. November 21,2022 on account of non-compliance with Regulation 76 ofSEBl (Depositories and Participants) Regulations, 2018 and the company has made the application for revocation of suspension of trading in securities to the BSE but same is still pending as case is under process with listing team operation.

Reply: The management of the company has assured that the company will adhere to the listing Regulations timelines in future.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 the Company do not have in place proper internal auditor. The Company is in process of appointing Internal Auditor.

Cost Records and Cost Audit

Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, are not applicable for thebusiness activities carried out by the Company.

Insolvency and Bankruptcy Code. 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2025.

Annual Return

The Annual Return of the Company as on 31^st March, 2025, in prescribed e-form MGT-7 in accordance with Section 92(3) of the Act, read with Section 134(3) (a) of the Act, will be available on the Company''s website at www.devotedconstruction.com

Further the Annual Return (i.e., e-form MGT-7) for the FY25 shall be filed by the Company with the Registrar of Companies, within the stipulated period and the same can also be accessed thereafter on the Company''s website at: www.devotedconstruction.com.

REI.ATRD PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 21 to the standalone financial statements forming part of this Annual Report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website.

LOANS. GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 have been given in the balance sheet note to accounts.

VIGII, MECHANISM /WHISTLE BLOWER POLICY

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The Company, through this policy envisages encouraging the Directors and Employees of the Company to report to the appropriate authorities any unethical behavior, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company’s Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Company’s website.

SUBSIDIARY. ASSOCIATE AND IOINT VENTURE COMPANIES

The Company has no Subsidiary / Joint Ventures / Associate Companies as prescribed under the Companies Act, 2013.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the Company as your Company is not a manufacturing company.

Total foreign exchange earnings and outgo	2024-25 (in Rs.)	2023-24 (inRs.)
FOB Value of Exports	Nil	Nil
C1F Value of Imports	Nil	Nil
Expenditure in foreign currency	Nil	Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO: Nil.PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder.

Internal Complaints Committee(s) (ICCs) at each workplace of the Company have been set up to redress complaints, if any, received regarding sexual harassment All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There was no complaint received from any employee of the Company during the F.Y.-2024-25.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT. 1961

The Company confirms that it is fully aware of and remains committed to complying with the provisions of the Maternity Benefit Act 1961. While there are currently no women employees on its rolls, the Company has appropriate systems and policies in place to ensure that all statutory benefits under the Act, including paid maternity leave, continuity of salary and service during the leave period, nursing breaks, and flexible return-to-work arrangements will be extended to eligible women employees as and when applicable. The Company remains committed to fostering an inclusive and legally compliant work environment.

MATERIAL CHANGES AFFECTING THE COMPANYA. Change in nature of business

The Company has not undergone any change in the nature of the business during the FY 2025.

B. Material changes and commitments, if anv. affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end ofthe FY 25 and the date of this Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

Pursuant to Regulation 13(3) of the SEB1 (LODR) Regulations, 2015 the listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter and pursuant to Regulation 31 of SEBI (LODR) Regulation^015 Listed Entity shall submit to Stock Exchange statement showing shareholding pattern and holding of security of

each class of securities within twenty one days from the end of each half year. As a consequence of Noncompliance and SEBI vide its circular no. SEBI/HO/CFD/CMD/C1R/P/2020/12 dated January 22, 2020 (SEBI SOP Circular) has inter alia prescribed certain penal actions such as levy of financial fines, freezing of promoter demat accounts and transfer of shares to Z group (Trade for Trade) ending with suspension of trading in the securities of the listed entities which do not comply with critical regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Trading in securities of the company is suspended w.e.f November 21, 2022 on account of non-compliance with Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 for two consecutive quarters i.e., March 2022 & June 2022.

Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 issued by Securities and Exchange Board of India (SEBI] with respect to Standard Operating Procedure [SOP] for suspension and revocation of equity shares of listed entities for non-compliance with provisions of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. Trading in securities of the companies has been suspended w.e.f. November 21, 2022 on account of non-compliance with Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018.

Pursuant to the provisions of Letter No. LIST/COMP/AJ/SCN/252/2023-24 dated June 26, 2023 issued by BSE to show cause notice in the matter of compulsory delisting of securities from BSE Ltd. ("Exchange").

As on date the company has made the application for revocation of suspension of trading in securities to the BSE but same is still pending as case is under process with listing team operation.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securitiesand Exchange Board of India (SEBI) circular dated May 29,2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31^st March, 2025,100% of the Company''s Share Capital is in dematerialized form.

Trading in securities of the Company was suspended on 22nd November, 2022 and the facility of trading the shares of the aforementioned non-complaint company for Trade Basis in Z Group on the first trading day of every week has been discontinued since 13^th June, 2023. Since then, the trading in securities of the company has been suspended. Application for revocation of suspension of trading in securities has been made to the BSE and the same is under process.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) (b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, the provisions of Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 are not applicable on the Company since it is a SME Listed Entity. A certificate regarding the same has been issued by M/s. MZ & Associates, Company Secretaries.

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

There are no instances of one-time settlement during the financial year under review.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5f21 OF THE COMPANIES fAREOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL! RULES. 2014

None of the managerial personnel of your Company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month and there were no employees in the company hence the provisions of under Rule 5(2) with respect to employees are not applicable to the company.

APPOINTMENT OF "DESIGNATED PERSONS" FOR FURNISHING INFORMATION TO THE REGISTRAR OF COMPANIES OR ANY OTHER AUTHORITY WITH RESPECT TO BENEFICIAL INTERESTS IN THE SHARES OF THE COMPANY

During the Financial year under review, the Company has appointed Ms. Priya Aggarwal, CS of the Company as the "Designated Persons" responsible for furnishing and extending co-operation for providing information to the concerned Registrar of Companies or any other authorized officer with respect to beneficial interest in shares of Company under the Act.

CAUTIONARY STATEMENT

Statement in the management''s discussions and analysis describing the Company''s projections, estimates, expectations or predictions may be ‘forward looking statements'' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company''s operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

ACKNOWLEDGEMENT

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers andemployees of the Company for their co-operation and assistance.

---

Mar 31, 2024

The Directors of the Company have pleasure in presenting the 08^th Standalone Annual Report and Audited
Statement of Accounts for the Financial Year Ended 31^st March, 2024.

(Rs in INR)

Financial Results	2023-24	2022-23
Sales and Services	-	9,02,000
Other Income	-	-
Total Revenue	-	9,02,000
Total Expenditure	6,01,000	15,12,000
Profit/Loss before Tax	[6,01,000)	[6,10,000)
Less: Tax Expenses	-	-
Current T ax	-	-
Deferred T ax	-	-
Taxes for Earlier Years	-	-
Profit/Loss for the year after tax	[6,01,000)	[6,10,000)

DIVIDEND

The Board of Directors does not recommend any dividend on Equity Share Capital for the year under review
with a view to conserve resources and to overcome the loss for the Financial Year ended 31^st March, 2024 and
to strengthen the net working capital.

MANAGEMENT DISCUSSION & ANALYSIS IMDA1

Financial Review

The operating income during the financial year ended 31^st March, 2024 stands NIL as against the total operating income
of Rs. 9,02,000/- in the previous financial year ended 31^st March, 2023. During the Year the Company has a Loss of Rs.
6,01,000/-. The Company was not able to take new business as there was considerable delay in getting the statutory
approvals.

Share Capital and Change in Share Capital
Authorized Share Capital

The Authorized share capital of the Company as on 31st March, 2024 was Rs. 3,10,00,000/- [Rupees Three Crores Ten
Lacs) divided into 31,00,000 [Thirty One Lacs) Shares of Rs.10/- reach.

Paid Up Share Capital

The paid up capital of the Company as on 31^st March, 2024 was Rs. 3,00,10,800 [Rupee Three Crores Ten Thousand Eight
Hundred Only) divided into 30,01,080 Equity Shares of Rs. 10/- each. During the period under review, there was no
change in the share capital of the Company.

Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22,2020 issued by
Securities and Exchange Board of India (SEBI) with respect to Standard Operating Procedure (SOP) for
suspension and revocation of equity shares of listed entities for non-compliance with provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Trading in securities of the companies has been
suspended w.e.f November 21,2022 on account of non-compliance with Regulation 76 of SEBI (Depositories and
Participants) Regulations, 2018.

Pursuant to the provisions of Letter No. LIST/COMP/AJ/SCN/252/2023-24 dated June 26, 2023 issued by BSE to
show cause notice in the matter of compulsory delisting of securities from BSE Ltd. ("Exchange").

The company has made the application for revocation of suspension of trading in securities to the BSE but the
same is still pending as case is under process with listing team operation.

Industry Overview for the Company

A turbulent equity movement, dismal corporate earnings, sub normal monsoons, plunge in commodity and oil
prices: It has not been a good year to remember for Real Estate. Year 2023-24 turned out to be a complicated
year for investors with corporate performance failing markets expectation. Domestic politics have also eluded
market expectations.

Opportunities and Outlook

Fire is the Test of Gold; adversity is the test of character. The year was a ''trial by fire’ for the real estate
industry. After the monumental regulatory changes and reforms rolled out in the previous year,
implementation of RERA and GST was particularly impactful for the real estate industry. Markets are likely to
be volatile. However, we are positive that in 2025, a more meaningful shift will take place in financial assets.

Threat. Risks & Concern

Low pace of global growth, low commodity prices and the government’s inability to balance the fiscal deficit
will be three key challenges to the markets. While the developed economies are moving out of repair, growth
acrossmany emerging markets could moderate, given high dollar debt. Key long-term challenge for India
remains ability to rein in the consolidated fiscal deficit. Government expenditure bill will increase, with the
proposed revision in wages and likelihood of other measures to support rural income.

Adequacy of Internal Control

The Company has a well laid out internal control system. The internal control system is so designed to ensure
that there is adequate safeguard, maintenance and usage of assets of the Company.

Human Resources

The Company currently has a strong team of less than 05 employees and we would like to thank each and
every member of the devoted family for their role and continuous contribution towards the Company’s
performance.

Fixed Deposits

During the Financial Year 2023-24, your Company has not accepted any deposit within the meaning of
Sections73 and 74 the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.

Nomination & Remuneration Policy and Particulars of Employees

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with
the Rules issued there under and Regulation 19 of the LODR, the Board of Directors of the Company at their
meeting held on 25^th November, 2017 formulated the Remuneration Policy on the recommendations of the
Nomination & Remuneration Committee. The salient features covered in the Remuneration Policy have been
outlined in the Corporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company
is set out in "Annexure A” to this Report and is available on the website of the Company.

Director''s & Key Managerial Personnel fAppointments/Re-Appointments): Directors

Pursuant to Section 152 of the Companies Act, 2013, Mr. Suresh Bohra Director of the Company,retires
by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment

Kev Managerial Personnel''s

Mr. Gaurav Bohra Managing Director & Chief Financial Officer and Ms. Priya Agarwal, Company Secretary &
Compliance Officer are the Key Managerial Personnel in accordance with the provisions of the Companies Act,
2013 and Rules made there under in terms of Section 203 of the Companies Act, 2013 and their applicable
rules.

Familiarization Program for Independent Directors

The details of programs for familiarization of Independent Directors with the Company, their roles, rights,
responsibilities in the Company and related matters are put up on the website of the Company.

Evaluation of Board Performance

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and LODR, the Board
of Director on recommendation of Nominations & Remuneration Committee have evaluated the effectiveness
of the Board/Director(s) for financial year 2023-24.

Particulars of Employees and Related Disclosures

The provisions ofSection 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 does not apply in your Company.

Number of Meetings of the Board and Audit Committee

The details of the number of Board and Committee meetings of the Company are set out in the Corporate
Governance Report which forms part of this Report.

The Company has the following three (3) Board-level Committees, which have been established in compliance
with the requirements of the business and relevant provisions of applicable laws and statutes:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

The details with respect to the composition, terms of reference, number of meetings held, etc. of these

Committees are included in the Report on Corporate Governance, which forms part of the Annual Report.
Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the
criteriaof independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules
and Rules issued there under as well as LODR.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended 31^st March, 2024, the applicable
accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no
material departures from the same;

(b) the Directors 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 at 31^st March, 2024 and of the loss of the Company for the financial year ended 31^st March,
2024;

(c) the Directors have taken proper and sufficient care 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;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

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

Auditors and Auditors'' Report

KRA & Associates Chartered Accountants, New Delhi, with (Firm Registration number 029352N) are
appointed as the Statutory Auditors of the Company in the 05^th Annual General Meeting held on 30^th December,
2021 for the term of 5 years to hold office from the conclusion of 06^th AGM until the conclusion of the 11^th
AGM. Further, M/s KRA & Associates has confirmed their eligibility under Section 141 of the Companies Act,
2013 and the Rules framed there under.

The Qualification made by the Auditor has been replied by the Management and same has been annexed as
ANNEXURE-B.

SECRETARIAI. AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed MZ & Associates,
Company Secretaries toconduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed
herewith as "Annexure - C" to this Report. The remark of the secretarial auditor is placed with the following
observation: -

SI. No.	Compliance Requirement	Deviations	Observations/Remarks of the Practicing Company Secretary
1	As per section 138 of The Companies Act, 2013 read along with The Companies (Accounts) Rules, 2014 such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company. As per Rule 13 of The Companies (Accounts) Rules, 2014 Every Listed Company and other class of Companies are required to appoint an internal auditor	The company has not appointed an internal auditor for the FY 2023-24	The company has not complied with Section 138 of The Companies Act, 2013 read along with The Companies (Accounts) Rules, 2014 by not appointing the internal auditor in the company during the period under review in the FY 2023¬ 24.

*Trading in securities of the companies has been suspended w.e.f. November 21,2022 on account
of non-compliance with Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018
and the company has made the application for revocation of suspension of trading in securities to
the BSE but same is still pending as case is under process with listing team operation.

Reply: The management of the company has assured that the company will adhere to the listing Regulations
timelines in future.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies [Accounts] Rules, 2014
the Company do not have in place proper internal auditor. The Company is in process of appointing Internal
Auditor.

Cost Records and Cost Audit

Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act, are not applicable for
thebusiness activities carried out by the Company.

Insolvency and Bankruptcy Code. 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
during the FY 2024.

Annual Return

The Annual Return of the Company as on 31^st March, 2024, in prescribed e-form MGT-7 in accordance with
Section 92(3] of the Act, read with Section 134(3] (a] of the Act, will be available on the Company’s website at
www.devotedconstruction.com

Further the Annual Return (i.e., e-form MGT-7] for the FY24 shall be filed by the Company with the Registrar
of Companies, within the stipulated period and the same can also be accessed thereafter on the Company''s
website at: www.devotedconstruction.com.

RELATED PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note
21 tothe standalone financial statements forming part of this Annual Report The Policy on materiality of
related party transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company''s website.

LOANS. GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers] Rules, 2014. Details of loan and advances, guarantee and
Investments been given in the balance sheet note to accounts.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance
withthe provisions of Section 177(10) of the Companies Act, 2013 and Listing Obligations and Disclosure
Requirements (LODR) Regulations, 2015. The Company, through this policy envisages encouraging the
Directors and Employees of the Company to report to the appropriate authorities any unethical behavior,
improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company''s Code of
Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower
policy may be accessed on the Company’s website.

SUBSIDIARY. ASSOCIATE AND IOINT VENTURE COMPANIES

The Company has no Subsidiary / Joint Ventures / Associate Companies as prescribed under the Companies
Act, 2013.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
is as under:

Part A and Part B relating to conservation of energy and technology absorption are not applicable to the
Company as your Company is not a manufacturing company.

Total foreign exchange earnings and outgo	2023-24 (in Rs.)	2022-23 (inRs.)
FOB Value of Exports	Nil	Nil
C1F Value of Imports	Nil	Nil
Expenditure in foreign currency	Nil	Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and the rules made thereunder.

Internal Complaints Committee(s) (ICCs) at each workplace of the Company have been set up to redress
complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.

There was no complaint received from any employee of the Company during the F.Y.-2023-24.

MATERIAL CHANGES AFFECTING THE COMPANY

A. Change in nature of business

The Company has not undergone any change in the nature of the business during the FY 2024.

B. Material changes and commitments, if any, affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company,
which have occurred between the end of the FY 24 and the date of this Report.

SIGNIFICANT/MATERIA!. ORDERS PASSED BY THE REGULATORS

Pursuant to Regulation 13(3) of the SEB1 (LODR) Regulations, 2015 the listed entity shall file with the
recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter,
a statement giving the number of investor complaints pending at the beginning of the quarter, those
received during the quarter, disposed of during the quarter and those remaining unresolved at the end
of the quarter and pursuant to Regulation 31 of SEB1 (LODR) Regulation^ 015 Listed Entity shall submit to
Stock Exchange statement showing shareholding pattern and holding of security of each class of securities
within twenty one days from the end of each half year. As a consequence of Non-compliance and SEB1 vide its
circular no. SEB1/HO/CFD/CMD/C1R/P/2020/12 dated January 22, 2020 (SEB1 SOP Circular) has inter alia
prescribed certain penal actions such as levy of financial fines, freezing of promoter demat accounts and
transfer of shares to Z group (Trade for Trade) ending with suspension of trading in the securities of the listed
entities which do not comply with critical regulations of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Trading in securities of the company is suspended w.e.f November 21,
2022 on account of non-compliance with Regulation 76 of SEBI (Depositories and Participants) Regulations,
2018 for two consecutive quarters i.e., March 2022 & June 2022.

Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22,2020 issued by
Securities and Exchange Board of India (SEBI] with respect to Standard Operating Procedure (SOP] for
suspension and revocation of equity shares of listed entities for non-compliance with provisions ofSEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Trading in securities of the companies has been
suspended w.e.f November 21,2022 on account of non-compliance with Regulation 76 of SEB1 (Depositories and
Participants) Regulations, 2018.

Pursuant to the provisions of Letter No. L1ST/C0MP/A]/SCN/252/2023-24 dated June 26, 2023 issued by BSE to
show cause notice in the matter of compulsory delisting of securities from BSE Ltd. ("Exchange").

As on date the company has made the application for revocation of suspension of trading in securities to the
BSE but same is still pending as case is under process with listing team operation.

GENERAL

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

b) Your Company does not have any ESOP scheme for its employees/directors.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the
Securitiesand Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd.
(NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31^st
March, 2024,100% of the Company''s Share Capital is in dematerialized form.

Trading in securities of the Company was suspended on 22nd November, 2022 and the facility of trading the
shares of the aforementioned non-complaint company for Trade Basis in Z Group on the first trading day of
every week has been discontinued since 13^th June, 2023. Since then the trading in securities of the company
has been suspended. Application for revocation of suspension of trading in securities has been made to the
BSE and the same is under process.

CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the LODR, the Corporate Governance report together with a certificate issued
from MZ & Associate, Company Secretaries on its compliance is made part of the Annual Report.

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 TIIE REASONS THEREOF

There are no instances of one-time settlement during the financial year under review.

CAUTIONARY STATEMENT

Statement in the management’s discussions and analysis describing the Company’s projections, estimates,
expectations or predictions may be''forward looking statements’within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or implied. Important factors
that would make a difference to the Company''s operations include demand-supply conditions, changes in
government regulations, tax regimes and economic developments within the country and abroad and such
other factors.

ACKNOWLEDGEMENT

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers
andemployees of the Company for their co-operation and assistance.

Registered Office: By order of the Board

M-55, 3^rd Floor, Greater Kailash -II for Devoted Construction Limited

New Delhi-110048

SD/- SD/-

Suresh Bohra Narsimha Kavadi

Date: 07^th September, 2024 Director Director

Place: New Delhi DIN: 00093343 DIN: 08145297

Priya Aggarwal

Company Secretary & Compliance Officer
Membership No.: A66788