dev information technology ltd Directors report

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

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

• Awards:

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

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

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

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

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

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

(Rs. In lakhs)

Based on t he Companys performance, the Board of Directors at their meeting held on May 16^th, 2023, has recommended payment of 0.25 per equity shares @ 5% per equity share of the face value of 5/- ( Five only) each as final dividend for the financial year ended March 31, 2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, your

Company has not accepted any fixed deposits during the year under review.

5. ^{CHANGES IN NATURE OF BUSINESS:} There is no significant change made in the nature of the company during the financial year.

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Comp any to the

IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the de-mat account of the IEPF Authority. During the Financial Year 2022-23 the Company has not completed Seven (7) years. Hence, the unclaimed amount of dividend is not transferred in the IEPF.

During the year under review, no company/body corporate/any other entity have ceased to be the subsidiary Joint Ventures or Associate Companies.

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

The Board reviews the affairs of the Companys subsidiaries and associates at regular intervals. In ccordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company which form part of this Annual Report. Further, a statement containing salient features of the Financial Statements of the Companys subsidiaries and associates is given in prescribed form AOC-1 which forms part of this Annual report. The said Form also highlights the financial performancech of the of ea subsidiaries and associate companies included in the Consolidated Financial Statements.

In accordance with section 136(1) of the Companies Act, 2013, the Financial Statements of the subsidiary and associate companies are available for inspection by the members at the Registered Officey during business hours on all days except Saturday, Sunday and Public Holiday. Any person desirous of obtaining said financial statement may write atcs@devitpl.com . The Annual Report of the Company and Audited Financial Statements of each of the subsidiary companies have been placed on the website of the Company www.devitpl.com.

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

Issued, subscribed and paid-up share capital:

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

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

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the ^{re-appointment. In this Annual General Meeting Mr. Prerak Pradyumna Shah (DIN: 02805369), Whole-time}Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment.

II. Board Evaluation:

The board of directors has carried out an evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of Companies Act and Listing Regulations.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

III. Nomination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonise the aspiration of human resources consistent with the goals of the Company.

The Remuneration Policy has been updated on the website of the Company at: https://www.devitpl.com/ investor-relations/.

Particulars of Employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule

5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-D forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining aopy of c the same may write to the Company Secretary.

Employees Stock Option Schemes:

The Company has introduced one employee stock options plans namely "Dev Information Technology Limited EMPLOYEE STOCK OPTION PLAN- 2018" Or "ESOP-2018" to motivate, incentivize, attract new talent and inculcate the feeling of employee ownership, and reward employees of the Company and employees of Subsidiaries. The Nomination and Remuneration Committee administers the ESOP- 2018 scheme. The stock option plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014Benefits Regulations") and Companies Act, 2013, read with the Rules issu ("Employee ed thereunder. There have been no material changes to these plans during the financial year.

The disclosures required to be made under relevant provisions of the Act and the SEBI (Share Basedmployee E Benefits) Regulations, 2014 is given as Annexure – B to this report including details on the grant, vesting, exercise, and lapsed options under the aforesaid schemes.

IV. Details of Directors Remuneration:

The information relating to remuneration paid to directors as required under Section 197(12) of Companies Act, is given under Corporate Governance Report, under Annexure F.

V. Certificate of Practicing Company Secretary:

The Company has obtained a certificate from M/s. Murtuza Mandorwala & Associates, Practicing Company

Secretary, Ahmedabad stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed / continuing Ministry of Corporate Affairs or any such Statutory authority, underAnnexure- G.

15. ^{DECLARATION BY INDEPENDENT DIRECTORS:} The company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act and LODR Regulations confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and that of LODR Regulations.

Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013.

In the opinion of Board, the Independent Directors of the company possess the integrity, requisite experience and expertise, relevant for the industry in which the company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs. The online proficiency self- assessment test conduct by the said institute have been cleared by all the independent directors.

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

I. Number of Board Meetings in the year:

The Board of Directors of the Company met Nine (09) times during the year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, as permitted by Ministry of

Corporate Affairs and Securities Exchange Board of India (SEBI).

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

17. BOARD COMMITTEES:

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

The composition of each of the above Committees, their respective roles and responsibilities are provided in detail in the Corporate Governance Report. The details of all the committees along with their main terms, composition and meetings held during the year under review are provided in the Report on Corporate Governance, a part of this Annual Report.

18. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and the Companies (Amendment) Act,2017 Effective from 28^th August, 2020 and rules framed thereunder, a copy of the annual return is uploaded on the website of the company i.e. www.devitpl.com.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Your Companys Directors make following statement in terms of sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them: i. That in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March as 31, 2023 and of the profit of the Company for the year ended on that date; iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. That the annual financial statements have been prepared on a going concern basis; v. That proper internal financial controls were in place and that the financial controls were adequate d were an operating effectively; vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. AUDITORS:

I. Statutory Auditors: The members at the 23^rd Annual General Meeting held on 30^th December, 2020 appointed M/s Rinkesh Shah & Co., Chartered Accountant, (Firm Registration No. 129690W), Ahmedabad, as Statutory Auditors of the Company until the Conclusion of 28^thAnnual General Meeting of the Company.

II. Auditors Report: The report of the Statutory Auditors along with Notes to Accounts is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

III. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the company has appointed M/s. Murtuza Mandorwala & Associates, Practising Company Secretary, Ahmedabad, to carry out the Secretarial Audit of the company. The Report of the Secretarial Audit for F.Y. 2022-23 is attached herewith as Annexure-C.

There are no qualifications, observations or adverse remark or disclaimer in the said report.

IV. Internal Auditor: In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Nisarg J. Shah & Co., Chartered Accountants, Ahmedabad have been appointed as an Internal Auditors of the Company for Financial Year 2022-23. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes,

Review of the accuracy and reliability of the Corporation accounting records and financial reports, eview of r operational efficiency, effectiveness of systems and processes, and assessing the internal control ngths, stre opportunities for cost saving and recommending company for improving cost efficiencies.

21. CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce moreeffective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate reports on Corporate Governance Report as required by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR), 2015"] forms part of this Annual Report. Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as "Annexure-F".

A certificate from M/s Murtuza Mandorwala & Associates, Practicing Company Secretary, Ahmedabad confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Corporate Governance Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure E".

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has constituted an audit committee, therefore it is also mandatory for such Committee to operate the vigil mechanism, and if any of the members of the committee have a conflict interest in a given of case, they should rescue themselves and the others on the committee would deal with the matter on hand, to whom other directors and employees may report their concerns. It provides adequate safeguard against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee or the director nominated to play the role of audit committee, as the case may be, in exceptional cases. The existence of the mechanism may be appropriately communicated within the organization. The detailed Whistle Blower Policy/Vigil Mechanism available on below link: https://www.devitpl.com/wp-content/uploads/Vigil-Mechanism-for-Directors-and-Employees.pdf

24. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business

Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

25. EQUAL EMPLOYMENT OPPRTUNITIES:

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political affiliation, or any other factor protected by law. All ions regarding decis employment will be taken based on merit and business needs only.

26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Prevention of Sexual Harassment Act.

27. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from the managing director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure – H.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below link:

https://www.devitpl.com/wp-content/uploads/Code-of-Business-Conduct-Ethics-for-Directors-Senior-Management-Executive.pdf

28. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY:

There are no material changes and commitments, affecting the financial position of your Company which has occurred between end of financial year of the Company i.e. March 31, 2023 and the date of Directors Report i.e. 02^nd September, 2023.

29. FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

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

30. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by 48 of the Central the Companies Act, 2013 is not applicable to the company having regards to the nature of the Companys business/ activities.

32. CORPORATE SOCIAL RESPONSIBILITY:

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

Company were under the thrust areas of Health, Education, Water, Livelihood, Environment and Disaster Relief. The brief outline of the CSR policy of the Company and the details of key CSR activities are provided in the Report on CSR Activities annexed herewith as Annexure -A.

33. CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2022-23. The certificate received from CFO is attached herewith as per Annexure – I.

34. LISTING FEES:

The Company affirms that the annual listing fees for the year 2022-23 to The National Stock Exchangeof India

Limited (NSE) and Bombay Stock Exchange (BSE) has been duly paid.

35. APPRECIATION AND ACKNOWLEDGEMENT:

The Board wishes to place on record their sincere appreciation to all the DEVITians and acknowledge with gratitude for the efforts made by them in adopting the Vision, Mission and values of the Company. The board immensely thank all the Departments of Central and State Governments, Tax Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, The National Stock Exchange of India Limited (NSE), Bombay Stock Exchange (BSE) and other governmental bodies and look forward to their continued support in near future. The board also places on record deep sense of appreciation and cooperation extended by bankers, shareholders, investors and all other stakeholders, other bodies or agencies for their continued and consistent support to the company during the year.