Devinsu Trading Ltd Directors Report

TO

THE MEMBERS,

DEVINSU TRADING LIMITED

Your Directors have pleasure in submitting their 41st 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 Companys financial performance for the year under review along with previous years figures are given hereunder:

(Amount in Lacs)

Particulars	Financial Year ended 31.03.2026	Financial Year ended 31.03.2025*
Revenue from Operations	9.45	-
Other Income	125.20	188.90
Total Revenue	134.65	188.90
Profit before Interest, Tax & Exceptional Items	100.12	160.65
Exceptional Items	-	-
Profit/(Loss) before Tax	100.12	160.65
Tax Expense
Current Tax	91.63	16.24
Deferred Tax	(71.55)	26.07
Net Profit/ (Loss)	80.04	118.34

*Figures regrouped wherever necessary.

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 Companys 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 COMPANYS OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and companys 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. Companys 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:

Name of Directors/ Key Managerial Personnels	Category & Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Rajan Arvind Sawant	Whole-Time Director	16-09-2019	19-09-2019	04-02-2026
Ms. Deepa Rupesh Bhavsar	Non-Executive Director	27-05-2015	-	04-02-2026
Mr. Ajay Jain	Non-Executive Independent Director	12-08-2023	-	04-02-2026
Ms. Disha Jain	Non-Executive Independent Director	08-11-2023	-	04-02-2026
Mr. Deniis Desai	Whole-Time Director	30-12-2025	04-02-2026	-
Mr. Umakant Bijapur	Non-Executive Independent Director	04-02-2026	-	-
Mr. Sahil Jain	Non-Executive Independent Director	04-02-2026	-	-
Mr. Mukesh Kumar Bothra	Non-Executive Non- Independent Director	04-02-2026	-	-
Mrs. Sangita Hiren Shukla	Non-Executive Independent Director	18-05-2026	-	-
Mrs. Ritu Pareek	Company Secretary	03-04-2019	-	28-02-2026
Mr. Nitin Kamlakar Parab	Chief Financial Officer	04-03-2023	-	01-05-2025
Mr. Vinayak Narayan Pawar	Chief Financial Officer	09-07-2025	-	28-02-2026
Ms. Khushi Gangwani	Company Secretary	18-05-2026	-	-
Mr. Krish Piyush Shah	Chief Financial Officer	18-05-2026	-	-

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 Companys 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 arms 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 arms 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:

Sr. No.	Date of Meeting
1.	1 7-04-2025
2.	29-05-2025
3.	09-07-2025
4.	12-08-2025
5.	17-10-2025
6.	30-12-2025
7.	08-01-2026
8.	04-02-2026
9.	26-02-2026
10.	18-03-2026

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 Committees 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 Auditors 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:

Name of the Member	Designation	Category	No. of meetings attended
Ajay Kailashchand Jain*	Chairman	Independent Director	6
Disha Rajkumar Jain*	Member	Independent Director	6
Rajan Arvind Sawant*	Member	Whole Time Director	6

* 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 04th February, 2026. The current composition of the Audit committee is as under:

Name of the Member	Designation	Category	No. of meetings attended
Sahil Jain*	Chairman	Independent Director	1
Umakant Kashinath Bijapur*	Member	Independent Director	1
Deniis Desai*	Member	Whole Time Director	1

*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:

Name of the Member	Designation	Category	No. of meetings attended
Ajay Kailashchand Jain	Chairman	Independent Director	4
Disha Rajkumar Jain	Member	Independent Director	4
Deepa Rupesh Bhavsar	Member	Non-Executive Director	4

*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 04th February, 2026. The current composition of the Nomination and Remuneration committee is as under:

Name of the Member	Designation	Category	No. of meetings attended
Sahil Jain*	Chairman	Independent Director	1
Umakant Kashinath Bijapur*	Member	Independent Director	1
Mukesh Kumar Bothra*	Member	Non-Executive Director	1

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

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:

Name of the Member	Designation	Category	No. of meetings attended
Deepa Rupesh Bhavsar	Chairman	Non-Executive Director	4
Ajay Kailashchand Jain	Member	Independent Director	4
Rajan Arvind Sawant	Member	Whole Time Director	4

*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 04th February, 2026. The current composition of the Stakeholders Relationship committee is as under:

Name of the Member	Designation	Category	No. of meetings attended
Sahil Jain*	Chairman	Independent Director	-
Umakant Kashinath Bijapur*	Member	Independent Director	-
Deniis Desai*	Member	Whole Time Director	-

*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 companys 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 companys 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 Companys 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 boards 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:

Original Object	Original Allocation	Funds Utilised
To meet the Companys long-term funding requirements, including working capital requirements and general corporate purposes, in support of its business operations and future growth plans	Rs. 3.08 Crores	Rs. 3.08 Crores

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 36th Annual General Meeting till the conclusion of the 41st 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 AUDITORS 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 Companys 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 31st 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 Companys 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.

Place: Mumbai	By order of the Board
Date: July 18, 2026	For Devinsu Trading Limited
	SI)/	SD/-
	Deniis Desai	Mukesh Kumar Bothra
	Chairman & Whole Time Director	Non-Executive Director
	DIN:02904192	DIN: 02309927