Directors Report of Dev Labtech Venture Ltd.

Mar 31, 2025

Your directors are pleased to present the 32^nd Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements and Auditors'' Report for the year ended 31^st March, 2025. (Consolidated performance of the Company and its Subsidiary Company has been referred wherever required.)

1. FINANCIAL PERFORMANCE:

The financial performance of the Company during the year ended 31^st March, 2025 compared to the previous year is summarized below:

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue From Operations	5241.39	4322.24	5241.39	4322.24
Other Income	0.38	0.81	0.38	0.81
Net Income	5241.77	4323.06	5241.77	4323.06
Profit/(Loss) before tax & Exceptional/Extraordinary items	184.55	183.11	184.55	183.11
Add/(Less): Exceptional/Extraordinary items	0.00	0.00	0.00	0.00
Profit/(Loss) Before Tax	184.55	183.11	184.55	183.11
Less: Tax Expenses
- Current Tax	61.29	32.39	61.29	32.39
- Deferred Tax Liabilities/(Assets)	-6.11	16.59	-6.11	16.59
Net Profit/(Loss) After Tax	129.38	134.13	129.38	134.13

2. REVIEW OF OPERATIONS:

On Standalone basis:

During the year, Net Income of your Company was increased to Rs. 5241.77 Lakh as against Net Income of Rs. 4323.06 Lakh of the previous year. However, the Company''s Net Profit after tax has been decreased to Rs. 129.38 Lakh for the current year as against the Net Profit after tax of Rs. 134.13 lakh of the previous year due to decrease in profit margin against higher expenditure incurred.

On consolidated basis:

During the year, Dev Labtech Venture INC, Subsidiary Company of the Dev Labtech Venture Limited has not carried on business activity. Net Income of your Company was increased to Rs. 5241.77 Lakh as against Net Income of Rs. 4323.06 Lakh of the previous year. However, the Company''s Net Profit after tax has been decreased to Rs. 129.38 Lakh for the current year as against the Net Profit after tax of Rs. 134.13 lakh of the previous year due to decrease in profit margin against higher expenditure incurred.

The performance of the Company has been discussed in the Management Discussion and Analysis Report, which is forming part of the Annual Report.

3. TRANSFER TO RESERVES:

During the year under review, your directors has decided to retain the entire amount of profit for financial year 2024-25 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

4. DIVIDEND:

During the year under review, in order to conserve resources and future expansion, your directors have not recommended any Dividend on Equity Shares of the Company.

5. DEPOSITS:

During the year under review, your Company has neither invited, accepted nor renewed any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Company''s website on https://www.devlabtechventure.com/_files/ugd/1ccadb_8bdce04f5d9d4de7857df11eda76d0bc.pdf

7. BOARD OF DIRECTORS:

As on 31	st March, 2025, Your Company has 5 (Five) Directors, namely,
1.	Mr. Jerambhai Lavjibhai Donda (DIN: 00484152)	- Chairman & Managing Director
2.	Mr. Jay Jerambhai Donda (DIN: 03496627)	- Whole Time Director & Chief Financial Officer
3.	Mrs. Dimple Jay Donda (DIN: 09630193)	- Non-Executive Director
4.	Mr. Brijeshkumar Maheshbhai Pathak (DIN: 09730412)	- Independent Director
5.	Mr. Vivekbhai Tulsibhai Mavani (DIN: 09099074)	- Independent Director

During the financial year, Mr. Jay Jerambhai Donda (DIN: 03496627), Whole Time Director of the Company liable to retire by rotation has been reappointed in 31st Annual General Meeting of the Company held on 27th September, 2024.

After the closing of the financial year, Mrs. Dimple Jay Donda (DIN: 09630193), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

8. KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2025, Your Company has the following Key Managerial Personnel (KMP):

1.	Jerambhai Lavjibhai Donda (DIN: 00484152)	- Chairman & Managing Director
2.	Mr. Jay Jerambhai Donda (DIN: 03496627)	- Whole Time Director & Chief Financial Officer
3.	Mr. Pankaj Pandav (ACS: 62216)	- Company Secretary & Compliance Officer

During the financial year, Mr. Pratik Ashokbhai Patel (ACS: A49043) has resigned from the post of Company Secretary & Compliance Officer w.e.f. 30^th May, 2024, and Mr. Pankaj Pandav (ACS: 62216) appointed as Company Secretary & Compliance Officer of the Company w.e.f. 8^th August, 2024.

9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The detail of the aforementioned programme is available on the Company''s website at https://www.devlabtechventure.com/familiarisation-programme

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 Director''s Databank of the Indian Institute of Corporate Affairs. The online proficiency self- assessment test conduct by the said institute has passed by all the Independent Directors of the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them 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 the end of the financial year 31st March, 2025 and of the profit and Loss of the Company for that period;

(iii) proper and sufficient care have been taken for 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) the annual accounts have been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted any loan, Guarantees and made investments and provided securities in violation of Section 186 of the Companies Act, 2013 and rules thereof.

12. MEETINGS OF BOARD OF DIRECTORS:

During the year, 10 (Ten) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company. Attendances of Directors are also provided in the Corporate Governance Report.

13. MEETINGS OF MEMBERS:

During the year under review, 31^st Annual General Meeting of the Company was held on 27^th September, 2024.

14. COMMITTEE MEETINGS:

The details pertaining to the composition of the Audit Committee and other Committees and all meetings held during the year 2024-25 are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

15. BOARD EVALUATION:

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January, 2017.

The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization''s strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

16. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees 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. All Directors and the designated Employees have confirmed compliance with the code.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

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) Company is in business of manufacturing, marketing and sourcing of diamonds - natural and lab grown. The use of energy is substantial in the manufacturing process of the company. The company has taken various measures to minimize consumption of energy, to optimize productivity and also to conserve energy and making best use of the resources. A considerable amount of time and effort was earmarked for conserving power across all the manufacturing facilities. During the Financial year, the Company has consumed electricity of and gas in manufacturing process as under:

Electricity		Gas
Unit	Total Cost (Rs. In Lakh)	Liters	Total Cost (Rs. In Lakh)
9,55,253	99.43/-	9,240	16.45/-

(ii) The steps taken by the Company for utilising alternate sources of energy: The Company has installed an 18-kW rooftop solar power generation system at its registered office. During the year, the system generated 10,099 units of electricity. Through this initiative, the Company has contributed to reducing carbon emissions and promoting environmental sustainability

(iii) The capital investment on energy conservation equipment: Nil B. Technology Absorption:

(i) The efforts made towards technology absorption: The Company has purchased MPCVD machine for growing of Lab Grown Diamonds.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: By adopting the above technology, the Company is able to enter in to new product segment of Lab Grown Diamond.

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

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

C. Foreign Exchange Earning and Outgo:			(Rs. in Lakh
	Particulars	2024-25	2023-24
	Foreign Exchange earning in terms of actual inflows	378.37	342.28
	Foreign Exchange outgo in terms of actual outflows	Nil	Nil

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

19. VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company''s code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee''s reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism / Whistle Blower Policy is being made available on the Company''s website at the web link https://www.devlabtechventure.com/ files/ugd/1ccadb 66c553f2163a4360b4322dda705fbb6b.pdf?index=true

20. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. More details have been disclosed in the Corporate Governance Report. The Remuneration Policy of the Company is available on the Company''s website at the web link https://www.devlabtechventure.com/_files/ugd/1ccadb_326a4d09095d43eb8b8d806a2624b726.pdf

21. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on the Company''s website at the web link https://www.devlabtechventure.com/_files/ugd/1ccadb_b89c0c22f2ce4276a9a8e84b10c97e2c.pdf

22. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:

Your Company has 1 (One) wholly owned subsidiary Company as on 31^st March, 2025 namely Dev Labtech Venture INC. During the year, Dev Labtech Venture INC., Subsidiary Company has not carried on business activity. Hence, Dev Labtech Venture INC. has made nil contribution in consolidated Revenue and Net Profit After Tax.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, a statement containing salient features of the financial statements of the Company''s Subsidiary Company in form AOC-1 is attached to this report as "Annexure - 1".

Your Company does not have any Joint Venture or an Associate Company as on 31^st March, 2025.

23. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 is not applicable to the Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for prior approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on Transactions with Related Parties as approved by the Board is uploaded on the Company''s website at web link https://www.devlabtechventure.com/_files/ugd/1ccadb_c793f8d9639341a39b1d3ec5518e338b.pdf

During the year, your Company has not entered into any significant material related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required under AS-18 has been made in Note No. 31 to the Standalone Financial Statement.

25. PARTICULARS OF EMPLOYEES:

The information containing the names and other particulars of ratio of Directors'' Remuneration to Median Employees'' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - 2.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the Financial Year are as follows:

Particulars	No. of Complaints
Number of complaints filed during the financial year 2024-25	0
Number of complaints disposed-off during the financial year 2024-25	0
Number of complaints pending as on 31st March, 2025	0
Number of cases pending for more than ninety days	0

27. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961:

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

28. 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 31^st March, 2025.

> Male Employees: 61

> Female Employees: 05

> Transgender Employees: 0

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

29. STATUTORY AUDITORS AND REPORT:

M/s. H A R & Co., Chartered Accountants (FRN: 142923W) was appointed as Statutory Auditors of the Company to fill up casual vacancy caused by the resignation of M/s. V Dhamsania & Associates, Chartered Accountants (FRN: 132499W) in 31^st AGM held on 27^th September, 2024 to hold office up to 32^nd AGM of the Company.

The term of M/s. H A R & Co., Chartered Accountants (FRN: 142923W) as a Statutory Auditor of the Company is expiring in upcoming Annual General Meeting of the Company. Accordingly, Audit Committee and the Board of Directors has recommended appointment of M/s. H A R & Co., Chartered Accountants (FRN: 142923W), as a statutory auditor of the Company for a period of 5 (five) years to hold office from the conclusion of 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting of the Company to be held in the year 2030.

Further, as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. H A R & Co., Chartered Accountants (FRN: 142923W) have confirmed their consent as well as eligibility to act as a Statutory Auditor of the Company.

The Auditors'' Report does not contain any qualification or adverse remark. Notes to Accounts and Auditors'' remarks in their report are self-explanatory and do not call for any further comments. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

30. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:

During the year, there have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report except the Allotment of 30,32,000 Equity share pursuant to conversion of warrant into equity share on preferential basis.

After Closure of the financial year, the Company has allotted 5,60,000 Equity share pursuant to conversion of warrant into equity share on preferential basis.

31. CHANGE IN THE NATURE OF BUSINESS:

During the year, there is no change in the nature of the business of the Company during the year.

32. INTERNAL AUDITORS AND REPORT:

M/s. Rajendrasinh Gohil & Co., Chartered Accountants (FRN: 157188W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

33. SECRETARIAL AUDIT REPORT AND MANAGEMENT REPRESENTATION ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed Mr. Dip G. Patel, Proprietor of DG Patel & Associates, Practicing Company Secretary (Membership No. FCS: 10533; COP No: 13774) to

undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report (Form No. MR-3) is annexed herewith as Annexure-3. The report does not contain any qualifications, reservation or adverse remarks. No offence of fraud reported by them under Section 143 (12) of the Act.

34. MAINTENANCE OF COST RECORDS & AUDIT:

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

35. GST AUDITOR:

M/s. HSN & Co., Chartered Accountants (FRN: 144079W) is acting as GST Auditors of the Company for financial year 2024-25.

36. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report provides a perspective of economic and social aspects material to your Company''s strategy and its ability to create and sustain value to your Company''s key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report capturing your Company''s performance, industry trends and other material changes with respect to your Company is attached to this report as Annexure - 4.

37. CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance are not applicable to the Company. Accordingly, your Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices, your Company has decided voluntarily to adopt and disseminate disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of Corporate Governance.

Accordingly, a voluntary disclosure on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - 5.

As such the Members may note that any omission of any Corporate Governance provisions shall not be construed as noncompliance of the above-mentioned regulations.

38. LISTING OF SHARES AND LISTING FEES:

The Equity Shares of the Company are listed on SME Platform of BSE Limited and The Company has paid the applicable listing fees to the Stock Exchange.

39. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. The risk management policy is placed on the company''s website and available at the web link https://www.devlabtechventure.com/_files/ugd/1ccadb_f0bca46b35814a15a53cd2915f39f205.pdf

40. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

41. HUMAN RESOURCES:

The Company treats its "Human Resources" as one of its most important assets. The Company''s culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

42. STATEMENT OF CHANGE IN EQUITY SHARE CAPITAL:

Authorized Capital

There was no any change in Authorized share capital of the company. the Authorized share Capital of the Company, as at closure of financial year 2024-25, was Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital

The Members of the Company in their Extra Ordinary General Meeting held on 20^th November, 2023, obtain approval to create, offer, issue and allot upto 35,92,000 convertible warrants of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- to Promoter, Promoter Group and Non-Promoters of the Company, on a preferential basis.

The Board of directors of the company in their meeting held on 21.12.2023, has allotted 35,92,000 Warrants of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- convertible into 35,92,000 Equity Share of Rs. 10/- each to Promoter, Promoter Group and Non-Promoters of the Company, on a preferential basis.

During the year, the Board of Directors of the company has allotted following equity share of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis:

Sr. No	Date of allotment	No. of Equity Shares	Date of Listing Approval	Date of Trading Approval
1	05.06.2024	6,58,000	09.07.2024	24.07.2024
2	08.08.2024	6,92,000	22.10.2024	12.11.2024
3	23.09.2024	7,22,000	14.11.2024	10.12.2024
4	21.12.2024	4,40,000	27.02.2025	26.03.2025
5	09.01.2025	5,20,000	13.03.2025	04.04.2025 *

The Issued, Subscribed & Paid-up share Capital of the Company, as at closure of financial year 2024-25, was Rs. 11,30,31,390/- divided into 1,13,03,139 Equity Shares of Rs. 10 each.

*The Trading approval of 520000 equity share received after closure of financial year on 04.04.2025.

After Closure of the financial year, the Board of Directors of the Company has allotted 5,60,000 Equity shares of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis. Company has received listing approval of the said 5,60,000 Equity share from BSE Limited on 16.07.2025 and trading approval on 01.08.2025.

Accordingly, the entire Paid-up Equity shares of the Company are listed at SME Platform of BSE Limited and Issued, Subscribed & Paid-up share Capital of the Company is Rs. 11,86,31,390/- divided into 1,18,63,139 Equity Shares of Rs. 10 each.

43. LISTING & TRADING APPROVAL OF EQUITY SHARES:

Pursuant completion of Preferential Issue of the Company, The Stock Exchange i.e. BSE Limited has granted Listing Approval and Trading Approval of Equity Shares of the Company as under:

Sr. No.	Date of allotment	No. of Equity Shares	Date of Listing Approval	Date of Trading Approval
1	05.06.2024	6,58,000	09.07.2024	24.07.2024
2	08.08.2024	6,92,000	22.10.2024	12.11.2024
3	23.09.2024	7,22,000	14.11.2024	10.12.2024
4	21.12.2024	4,40,000	27.02.2025	26.03.2025
5	09.01.2025	5,20,000	13.03.2025	04.04.2025 *
6	30.04.2025	5,60,000	16.07.2025 *	01.08.2025 *
* The Listing/Trading approval of equity share received after closure of financial year.

44. USE OF PROCEEDS:

The Company raised funds of Rs. 556.76 lakh at the rate of Rs. 15.50/- per warrant (being 25% upfront amount of the issue price per warrant) pursuant to allotment of 35,92,000 Warrants of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- convertible into 35,92,000 Equity Share of Rs. 10/- each on a preferential basis. There was no deviation or variation in the utilisation of proceeds of the Preferential Issue from the objects stated in the Letter of Offer in Form No. PAS-4. The Company has fully utilised the Preferential Issue proceeds.

During the year, The Company raised funds of Rs. 1,409.88 lakh at the rate of Rs. 46.50/- per equity share (being 75% balance amount of the issue price per warrant) pursuant to allotment of 30,32,000 equity shares of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis. There was no deviation or variation in the utilisation of proceeds of the Preferential Issue from the objects stated in the Letter of Offer in Form No. PAS-4. The Company has fully utilised the Preferential Issue proceeds.

The Company has submitted the details of utilization of proceeds of the Preferential Issue to the Stock Exchange i.e. BSE Limited (BSE) as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of utilization of funds raised through preferential allotment as at March 31, 2025 are as below:
Sr. No.	Object of the Issue	Original allocation (Rs. in Lakhs) *	Funds Utilised (Rs. in Lakhs)
1.	To meet the Capital Expenditure Requirements for business expansion & To meet Additional Working Capital Requirement time to time	2,227.04	1966.64
	Total	2,227.04	1966.64
* Original Allocation amount calculated considering full amount of Rs. 62/- per warrant received against 35,92,000 warrants.

After the closing of the financial year, The Company raised funds of Rs. 260.40 lakh at the rate of Rs. 46.50/- per equity share (being 75% balance amount of the issue price per warrant) pursuant to allotment of 5,60,000 equity shares of face value Rs. 10/- each, at an issue price of Rs. 62/- each including a premium of Rs. 52/- per equity share, upon conversion of warrants issued on a preferential basis. The details of utilization of proceeds of the Preferential Issue will be submitted to the Stock Exchange i.e. BSE Limited (BSE) as per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in due course.

45. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year, the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

47. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

48. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

(c) Payment of remuneration or commission to Managing Director or the Whole-time Director, if any, of the Company from any of its subsidiaries.

49. ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

---

Mar 31, 2024

Your Directors have immense pleasure in presenting the Thirty First Annual Report on the business and operations of the Company together with the Audited Financial Statements of your Company for the financial Year ended March 31st, 2024.

The Director Report is prepared based on the standalone financial statements of the company and the Report on the performance and financial position of the Company.

1. FINANCIAL RESULTS:	(Amount in	Rs. Lakhs except EPS)
Particulars	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
Revenue from Operations	4,322.24	3,033.89
Other Income	0.81	0.005
Total Revenue	4,323.06	3,033.89
Less: Total Expenses (excluding Depreciation)	4046.78	2,853.34
Profit Before Depreciation &Tax	276.27	180.55
Less: Depreciation	93.16	55.48
Profit before extraordinary items and tax	183.11	125.07
Less: extraordinary Item	0	(15.95)
Profit Before Tax	183.11	141.02
Less: (i) Current Tax	32.39	24.27
(ii) Deferred Tax	16.59	14.83
Net Profit/(Loss) For The Year	134.13	101.92
EPS (Basic & Diluted)	1.62	1.23

2. PERFORMANCE REVIEW:

• Our Company is in business of manufacturing, marketing and sourcing of diamonds - natural and lab grown.

• The highlights of the Company''s performance are as under:-

? Revenue from operations was increased to Rs. 4322.24 Lakhs during the current year as compared to Rs. 3,033.89 Lakhs in previous year i.e. increased by approximately 42.46%.

? Net Profit after tax for the current year increased substantially to Rs. 134.132 Lakhs as compared to Rs. 101.92 Lakhs in previous year i.e. increased by approximately 31.61%

? Earnings per share increased to Rs. 1.62 per share as compared to Rs. 1.23 per share during the previous year.

The Company is making all out efforts for presenting better & better results. The Company is also redefining its marketing strategies so as to capture increased market share. Looking to the volatile market conditions, the Company management needs to be much alert all the times to have better business prospects and profitability.

3. MARKET PRICE DATA:

Our Company got listed on BSE SME platform on March 29, 2023 with BSE SME Symbol - DEVLAB, and ISIN: INE0NIJ01017. The following table shows High, Low (monthly) and number of equity shares traded during the F.Y. 2023-24 on BSESME*.

4. CHANGE IN THE BUSINESS OF THE COMPANY:

No changes in the business of the company occurred during the year under review.

5. DIVIDEND:

Due to conservative policy adopted by the Company, your directors don''t recommend any dividend for the year under review.

6. TRANSFER TO RESERVE:

Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

Further, there are no changes in Capital Reserve and Security premium. Profit for the year amounting to Rs. 134.13 Lakhs transferred to the Surplus/(Deficit) in the Statement of Profit & Loss.

7. IPO PROCEEDS AND DEPLOYMENT OF FUNDS:

The Company had successfully come up with an Initial Public Offer (IPO) of 22,00,000 Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 51/- each, aggregating to Rs. 1122.00 Lakhs. IPO of company opened on March 17, 2023 and closed on March 21, 2023 and equity shares of the company got listed on BSE SME platform on March 29, 2023.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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 and the date of this report are as under:

• Company had issued and allotted 3592000 Warrants at Rs. 62/- per warrant (including a premium of Rs. 52 per Warrant) convertible into 3592000 Equity Share of Rs. 10/- each to Promoter, Promoter Group and certain identified Non-Promoter person on a preferential basis. Warrants were allotted on 21st December, 2023.

• Warrants are convertible into Equity Shares of Rs. 10/- each within a period of Eighteen (18) months from the date of allotment of Warrants.

• The company had received in-principle approval from BSE on 19th December, 2023.

• As on 31st March, 2024, none of the Warrants were converted into equity shares and hence 3592000 Warrants are outstanding for conversion into Equity Shares as on 31st March, 2024.

• Further, out of 3592000 warrants,

- 658000 warrants were converted into equity shares and 658000 equity shares were allotted on 5th June, 2024 pursuant to conversion of warrants into equity shares. Listing approval for the listing of the said 658000 equity shares was received from BSE on 9th July, 2024. Trading approval for the said 658000 equity shares was received from BSE on 24th July, 2024 and the said 658000 equity shares were listed on BSE SME on 25th July, 2024.

- 692000 warrants were converted into equity shares and 692000 equity shares were allotted on 8th August, 2024 pursuant to conversion of warrants into equity shares. Listing and trading approval for the listing of the said 692000 equity shares is not received as the same is under process.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024.

Further, the Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Management of the Company and internal auditor checks and verifies the internal control and monitors them in accordance with.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material orders were passed by any regulators and/or courts and tribunals during the year under review which may have the impact on the going concern status and company''s operations in future.

11. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

12. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review.

13. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors:

M/s. H A R & Co, Chartered Accountants (Firm Registration No.: 142923W) and having valid Peer Review Certificate No. 017379 were appointed as Statutory Auditors of the Company on 03/09/2024 to fill the casual vacancy caused by resignation of existing Auditors M/s. V Dhamsania & Associates, Chartered Accountants (FRN: 132499W).

M/s. H A R & Co, Chartered Accountants (Firm Registration No.: 142923W) are recommended for their appointment as the Statutory Auditors of the company from the conclusion of the 31st Annual General Meeting till the conclusion of 32nd Annual General Meeting of the company. As required under the provisions of Section 139 of the Companies Act, 2013, company has obtained confirmation from M/s. H A R & Co., that their appointment, if made, would be in conformity with the limits specified in the said Section.

Board''s comment on the Auditors'' Report:

Audit report to the Shareholders does not contain any qualification, reservation or adverse remarks. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.

Secretarial Auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013, Board of Directors had appointed M/s. DG Patel & Associates, Practicing Company Secretaries (C.P. No.: 13774) as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24.

Secretarial Auditor''s Report:

Secretarial Audit report to the Shareholders contains following qualification, reservation or adverse remarks: There was delay of Six Days in filing Annual Report on BSE pursuant to Regulation 34 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, for the same company had already paid fine imposed by BSE for late filing of Annual Report.

Directors'' comments on above mentioned qualification point wise:

Delay of Six Days in filing Annual Report on BSE pursuant to Regulation 34 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 occurred due to inadvertence and without any malafiled intention.

For the same, company had paid the requisite Fine amount to BSE on 21st November, 2023.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as Annexure - 1 to this report.

Internal Auditor:

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditor. Accordingly, M/s Siddhpura & Co., Chartered Accountants were appointed as Internal Auditors to conduct internal audit for the financial year ended 31st March, 2024 as per agreed scope of works pursuant to the provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

GST Auditor:

The Board of directors had appointed M/s. P Bhayani Associates, Chartered Accountants as GST Auditors of the Company for financial year 2023-24.

14. DETAILS OF FRAUD REPORTING BY AUDITOR:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud.

15. MAINTENANCE OF COST RECORDS & COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. Requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

16.1 Composition of Board of Directors:

The Board of Directors of Company is a balanced one with an optimum mix of Executive and Non-Executive Directors The Board of the Company is headed by an Executive Chairman.

Notes:

(i) Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders'' Relationships

Committee in Indian Public Limited companies other than DEV LABTECH VENTURE LIMITED. Members of the

Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees.

(ii) None of the directors are related to each other except Mr. Jerambhai Lavjibhai Donda, Mr. Jay Jerambhai Donda and Mrs. Dimple Jay Donda are related to each other.

(iii) Details of Director(s) retiring or being re-appointed are given in notice to Annual General Meeting.

(iv) Brief profiles of each of the above Directors are given in the annual report.

16.2 Key Managerial Personnel (KMP):

As on 31st March, 2024, Mr. Jerambhai Lavjibhai Donda, Chairman & Managing Director; Mr. Jay Jerambhai Donda, Wholetime Director and CFO and Mr. Pratik Ashokbhai Patel, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Mr. Jerambhai Lavjibhai Donda was appointed as a Chairman & Managing Director w.e.f. September 24, 2022 for a period of 5 years.

Mr. Jay Jerambhai Donda was appointed as a Whole-Time Director w.e.f. September 24, 2022 for a period of 5 years Further, he was appointed as CFO w.e.f. September 29, 2022.

Mr. Pratik Ashokbhai Patel was appointed as a Company Secretary & Compliance Officer w.e.f. September 29, 2022. Mr. Pratik Ashokbhai Patel had resigned as a Company Secretary & Compliance Officer w.e.f. May 30, 2024.

16.3 Directors retiring by rotation:

In terms of section 152 of the Companies Act, 2013, Mr. Jay Jerambhai Donda, Chief Financial Officer and Wholetime Director (DIN: 03496627) retires by rotation and being eligible offers himself for re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Brief Profile of Directors seeking re-appointment at the Annual General Meeting is provided at Annexure-A to this Notice as prescribed under regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India.

16.4 Meetings of Board of Directors: Details of the Board Meetings held during the Financial Year ended 31st March, 2024 are as under. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.
Meeting No.	Date of Board Meeting		Total no. of Directors		No. of Directors present
1/2023-24	30/05/2023		5		5
2/2023-24	14/08/2023		5		5
3/2023-24	18/10/2023		5		5
4/2023-24	24/10/2023		5		5
5/2023-24	07/11/2023		5		5
6/2023-24	21/12/2023		5		5
7/2023-24	04/01/2024		5		5
8/2023-24	02/03/2024		5		5
The names of members of the Board and their attendance at the Board Meetings are as under:
Name of the Directors		Number of Meetings which Director was entitled to attend		Number of Board Meetings attended during the F.Y. 2023-24
Mr. Jerambhai Lavjibhai Donda		8		8
Mr. Jay Jerambhai Donda		8		8
Mrs. Dimple Jay Donda		8		8
Mr. Brijeshkumar Maheshbhai Pathak		8		8
Mr. Vivekbhai Tulsibhai Mavani		8		8

16.5 Board Committees and their Meetings: 1. Audit Committee: The Audit Committee comprises of three members with two Independent Directors and one Wholetime Director as on 31st March, 2024 and it was constituted on September 29, 2022. The Composition of the Audit Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:
Name of Member		Category		Status	No. of meeting attended/ held
Mr. Vivek Tulsibhai Mavani		Non-Executive Independent Director		Chairman	6/6
Mr. Brijeshkumar Maheshbhai Pathak		Non-Executive Independent Director		Member	6/6
Mr. Jay Jerambhai Donda		Wholetime Director & CFO		Member	6/6
Meeting No.	Date of Audit Committee Meeting		Total no. of Member	No. of Member present
1/AC/2023-24	30/05/2023		3	3
2/AC/2023-24	14/08/2023		3	3
3/AC/2023-24	18/10/2023		3	3
4/AC/2023-24	24/10/2023		3	3
5/AC/2023-24	07/11/2023		3	3
6/AC/2023-24	02/03/2024		3	3

Chairman of Audit Committee attended last Annual General Meeting of the Company held on 9th September, 2023.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three members with two Independent Directors and one Non-executive Director as on 31st March, 2024 and it was constituted on September 29, 2022.

The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:
Name of Member		Category		Status	No. of meeting attended/ held
Mr. Vivek Tulsibhai Mavani		Non-Executive Independent Director		Chairman	1/1
Mr. Brijeshkumar Maheshbhai Pathak		Non-Executive Independent Director		Member	1/1
Mrs. Dimple Jay Donda		Non-Executive Director		Member	1/1
Meeting No.	Date of Audit Committee Meeting		Total no. of Member	No. of Member present
1/NRC/2023-24	14/08/2023		3	3

3. Stakeholder''s Relationship Committee: Company has constituted a Stakeholders Relationship Committee to redress complaints of the shareholders The Stakeholder''s Relationship Committee comprises of three members with two Independent Directors and one Non-executive Director as on 31st March, 2024 and it was constituted on September 29, 2022. The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:
Name of Member			Category			Status	No. of meeting attended/ held
Mr. Vivek Tulsibhai Mavani			Non-Executive Independent Director			Chairman	1/1
Mr. Brijeshkumar Maheshbhai Pathak			Non-Executive Independent Director			Member	1/1
Mr. Jerambhai Lavjibhai Donda			Chairman & Managing Director			Member	1/1
Meeting No.	Date of Audit Committee Meeting			Total no. of Member		No. of Member present
1/SRC/2023-24	14/08/2023			3		3
4. CSR Committee: The provision of Corporate Social Responsibility is not applicable to the company. 16.6 Details of Remuneration paid to Directors/KMPs:
Name of Director/KMP		Designation			Remuneration p.a. (Rs. Lakhs)
Mr. Jerambhai Lavjibhai Donda		Chairman & Managing Director			6.71
Mr. Jay Jerambhai Donda		Whole time Director & CFO			9.60
Mr. Pratik Ashokbhai Patel		Company Secretary & Compliance Officer			3.96

16.7 Policy on appointment and remuneration to Directors, KMP &Senior Management Personnel:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the company www.devlabtechventure.com/copy-of-shp-year-2022-23

16.8 Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company www.devlabtechventure.com/copy-of-shp-year-2022-23

16.9 Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor and report trading in Company''s securities by persons having access to unpublished price sensitive information of the Company. The Company Secretary is the Compliance Officer for the purpose of this code.

16.10 Familiarization Programme for Independent Director:

The Independent Directors are very enthusiastic to get involved in the activity of the Company and on continuous basis they are in constant touch with the executive directors of the Company and also they have taken part in the activity like to visit Company''s plants, where plant heads appraise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme is available on the website of the company www.devlabtechventure.com/familiarisation-programme

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

18. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Pursuant to Ministry of Corporate Affairs Notification, dated October 22, 2019 all the Independent Directors of the Company have already registered themselves on IICA.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTU/S 186 OF THE COMPANIES ACT, 2013:

During the reporting period, your Company has not granted any loans, guarantees or made investments or provided securities in violation of Section 186 of the Companies Act, 2013 and rules thereof.

20. WEB LINK OF ANNUAL RETURN:

The Company has placed a copy of the Annual Return in Form No. MGT-7 for F.Y. 2022-23, on its website at www.devlabtechventure.com/annual-reports-returns The Company will also place annual return in Form No.

MGT-7 for F.Y. 2023-24 on completion of ensuing annual general meeting of shareholders of the Company.

21. SHARE CAPITAL:

Authorized Share Capital:

The Authorised Share Capital was increased from Rs. 9,99,99,990/- to Rs. 15,00,00,000 divided into 15000000 Equity Shares of Rs. 10/- each vide resolution passed in the Extra ordinary General Meeting held on 20/11/2023. Paid up Share Capital:

At present, Paid up Share Capital of the company is Rs. 9,62,11,390/- (Rupees Nine Crores Sixty Two Lakhs Eleven Thousands Three Hundred and Ninety Only) divided into 9621139 Equity Shares of ? 10/- (Rupees Ten Only) each.

Issue of share warrants convertible into Equity Shares on Preferential Basis:

• Company had issued and allotted 3592000 Warrants at Rs. 62/- per warrant (including a premium of Rs. 52

per Warrant) convertible into 3592000 Equity Share of Rs. 10/- each to Promoter, Promoter Group and certain

identified Non-Promoter person on a preferential basis. Warrants were allotted on 21st December, 2023.

• Warrants are convertible into Equity Shares of Rs. 10/- each within a period of Eighteen (18) months from

the date of allotment of Warrants.

• The company had received in-principle approval from BSE on 19th December, 2023.

• As on 31st March, 2024, none of the Warrants were converted into equity shares and hence 3592000 Warrants

are outstanding for conversion into Equity Shares as on 31st March, 2024.

• Further, out of 3592000 warrants,

- 658000 warrants were converted into equity shares and 658000 equity shares were allotted on 5th June, 2024 pursuant to conversion of warrants into equity shares. Listing approval for the listing of the said 658000 equity shares was received from BSE on 9th July, 2024. Trading approval for the said 658000 equity shares was received from BSE on 24th July, 2024 and the said 658000 equity shares were listed on BSE SME on 25th July, 2024.

- 692000 warrants were converted into equity shares and 692000 equity shares were allotted on 8th August, 2024 pursuant to conversion of warrants into equity shares. Listing and trading approval for the listing of the said 692000 equity shares is not received as the same is under process.

Buy Back of Securities:

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

Sweat Equity:

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

Bonus Shares:

No Bonus Shares were issued during the year under review.

Employees Stock Option Plan:

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

22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties under Section 188 of the Companies Act, 2013 during the year under review and hence disclosure in Form AOC-2 is not required to be given for the same.

Further, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 33 to the Balance Sheet as on 31st March, 2024

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.devlabtechventure.com/copy-of-shp-year-2022-23

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

A. Conservation of Energy & Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the company during the year under review is annexed hereto as Annexure - 2 and forms part of this report.

B. Foreign Exchange earnings and Outgo:

Foreign Earnings: Rs. 342.28 Lakhs (FOB value of Exports)

Foreign Outgo: Rs. NIL

24. PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees of the Company were in receipt of remuneration exceeding Rs. 1,02,00,000/- p.a., if employed throughout the year or Rs. 8,50,000/- p.m. if employed for part of the year. Further, statement containing particulars of employees under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:-

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2023-24:

Name of Director	Remuneration (Rs. in Lakhs)	Ratio of Remuneration of director to median remuneration of employee	% Increase/ Decrease
Mr. Jerambhai Lavjibhai Donda Chairman & Managing Director	6.71	2.25:1	123.67
Mr. Jay Jerambhai Donda Wholetime Director & CFO	9.60	3.22:1	60.00
Pratik Ashokbhai Patel Company Secretary & Compliance Officer	3.96	-	100.001
Total	20.27	-	-

3. The percentage increase in the median remuneration of employees during the financial year: 15.48%

4. There were 53 employees are on the rolls of the company as on 31st March, 2024.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

a. Average increase in remuneration of employees excluding KMPs: 20.56%.

b. Average increase in remuneration of KMPs: 0.00%

c. KMP salary are decided based on the Company''s performance, individual performance, inflation.

6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company affirms remuneration is as per the Remuneration Policy of the Company.

25. RISK MANAGEMENT POLICY:

At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your company''s fundamental approach to risk management includes to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Company has adopted a risk management policy which inter alia, sets out our approach towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board. The said policy is available at www.devlabtechventure.com/copy-of-shp-year-2022-23

26. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Corporate Social Responsibility was not applicable to the company for the financial year 2023-24.

27. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.devlabtechventure.com/copy-of-shp-year-2022-23

28. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals.

29. CORPORATE GOVERNANCE:

Since our Company listed on SME platform of BSE, the provisions relating to Corporate Governance is not applicable to the company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaint Committee is set up to redress complaints received regularly. There were no complaints received and reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith 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 the 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;

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 and

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

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The company has complied with the applicable mandatory Secretarial Standards issued time to time by the Institute of Company Secretaries of India.

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Not applicable as no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

35. 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:

Not applicable to the company.

36. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

1

No change in remuneration of Mr. Pratik Ashokbhai Patel in terms of remuneration per month. 100% increase is shown because during last year he was appointed for half year w.e.f. 29th September, 2022 and for current F.Y. 2023-24 remuneration paid for full year. Therefore, 100% increase is shown above.

Note: Independent Directors and other Non-executive directors are entitled to sitting fees.

2. Median remuneration of employee during the year of the company is Rs. 2.98 Lakhs