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