To, 

The Members, 

Your directors are pleased to present the 33rd Annual Report of your Company
together with the Standalone and 

Consolidated Audited Financial Statements and Auditors' Report for the year ended 31st
March, 2026. (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 31st March,
2026 compared to the previous year is summarized below: (Rs. in Lakh) 



  

    
Particulars
    
Standalone
    
Consolidated
  
  

    

    
2025-26
    
2024-25
    
2025-26
    
2024-25
  
  

    
Revenue From Operations
    
5,929.78
    
5,241.39
    
16,718.13
    
5,241.39
  
  

    
Other Income
    
3.16
    
0.52
    
3.16
    
0.52
  
  

    
Net Income
    
5,932.94
    
5,241.91
    
16,721.29
    
5,241.91
  
  

    
Profit/(Loss) before tax &
    Exceptional/Extraordinary items
    
42.87
    
184.55
    
999.14
    
184.55
  
  

    
Add/(Less): Exceptional/Extraordinary
    items
    
0.00
    
0.00
    
0.00
    
0.00
  
  

    
Profit/(Loss) Before Tax
    
42.87
    
184.55
    
999.14
    
184.55
  
  

    
Less: Tax Expenses
    

    

    

    

  
  

    
- Current Tax
    
20.85
    
61.29
    
20.85
    
61.29
  
  

    
- Deferred Tax Liabilities/(Assets)
    
21.41
    
-6.11
    
21.41
    
-6.11
  
  

    
Net Profit/(Loss) After Tax
    
0.61
    
129.38
    
956.88
    
129.38
  



2. REVIEW OF OPERATIONS: 


On Standalone basis: 


During the Financial Year 2025-26, the Company recorded a Net Income of Rs. 5,932.94
lakh, as compared to Rs. 5,241.91 lakh in the previous financial year, reflecting a growth
of approximately 13.18%. The increase in revenue was primarily driven by improved business
volumes and continued demand for the Company's products. 

Despite the growth in revenue, the Net Profit after Tax (PAT) stood at Rs. 0.61 lakh,
as against Rs. 129.38 lakh in the previous year. The decline in profitability was mainly
attributable to higher cost of material expenses and change in inventory. The Company
continued to focus on strengthening its market presence, expanding its operational
capabilities, and investing in long-term growth initiatives, which also impacted
profitability during the year. 


On Consolidated basis: 


During the Financial Year 2025-26, the Company reported a Net Income of Rs. 16,721.29
lakh, as compared to Rs. 5,241.91 lakh in the previous year. The substantial increase was
primarily on account of the consolidation of the financial performance of its subsidiaries
and expansion of the overall scale of operations. 

The Consolidated Net Profit after Tax stood at Rs. 956.88 lakh, compared with Rs.
129.38 lakh in the previous year, representing a significant improvement in overall
profitability. The strong consolidated performance reflects the positive contribution from
subsidiary operations, improved operational efficiencies, and the Company's strategic
initiatives to strengthen its business portfolio. The consolidated financial results
demonstrate the Company's continued focus on sustainable growth, business diversification,
and long-term value creation for its stakeholders. 


3. TRANSFER TO RESERVES: 



During the year under review, your directors has decided to retain the entire amount of
profit for financial year 2025-26 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, your Company has not accepted or renewed any Deposit within the
meaning of the Companies Act, 2013. The Particulars of loan received from the directors,
if any not covered under definition of deposits as per rule 2(1)(c) are mentioned in note
to the financial statements of the Company. 


6. ANNUAL RETURN: 



Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March, 2026 is available on the 

Company's website on https://www.devlabtechventure.com/annual-reports-returns 


7. BOARD OF DIRECTORS: 



As on 31st March, 2026, 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, Mrs. Dimple Jay Donda (DIN: 09630193), Director of the
Company liable to retire by rotation has been reappointed in 32nd Annual
General Meeting of the Company held on 27th September, 2025. 

After the closing of the financial year, Mr. Jerambhai Lavjibhai Donda (DIN: 00484152),
Managing Director of the Company is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment. 


8. KEY MANAGERIAL PERSONNEL: 



As on 31st March, 2026, Your Company has the following Key Managerial
Personnel (KMP): 



  

    
1.
    
Mr. 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
  



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,
2026, 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, 2026 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, 7 (Seven) 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, 32nd Annual General Meeting of the Company was
held on 27th September, 2025. 


14. COMMITTEE MEETINGS: 


The details pertaining to the composition of the Audit Committee and other Committees
and all meetings held during the year 2025-26 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)
  
  

    
10,61,260
    
108.99/-
    
300
    
3.04/-
  



(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. 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: 



  

    
Particulars
    
2025-26
    
2024-25
  
  

    
Foreign Exchange earning in terms of
    actual inflows
    
1,292.78
    
378.37
  
  

    
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.pdfRsindex=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 2 (Two) wholly owned subsidiary Company as on 31st March,
2026 namely Dev Labtech Venture INC (USA) and Dev Labtech Trading FZCO (UAE). 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 31st
March, 2026. 


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. 32 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 2025-26
    
0
  
  

    
Number of complaints disposed-off during
    the financial year 2025-26
    
0
  
  

    
Number of complaints pending as on 31st
    March, 2026
    
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 31st March,
2026. 

? Male Employees: 28 

? Female Employees: 02 

? 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 (Firm Registration No. 142923W), were
appointed as the Statutory Auditors of the Company at the 32nd Annual General
Meeting held on 27th September, 2025 for a period of 5 (five) years till the
conclusion of the 37th Annual General Meeting of the Company to be held in the
year 2030. 

The Statutory Auditors have audited the Financial Statements of the Company for the
financial year ended March 31, 2026. The Auditors' Report does not contain any
qualification, reservation, adverse remark, or disclaimer. The Notes forming part of the
Financial Statements referred to in the Auditors' Report are self-explanatory and,
therefore, do not call for any further comments by the Board. 

Further, during the year under review, the Statutory Auditors have not reported any
instance of fraud committed against the Company by its officers or employees under Section
143(12) of the Companies Act, 2013. 


30. INTERNAL AUDITORS AND REPORT: 


Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, M/s. Rajendrasinh Gohil & Co., Chartered Accountants
(Firm Registration No. 157188W), act as the Internal Auditors of the Company for the
financial year 2025-26. 

The Internal Auditors conducted periodic internal audits of the Company's operations,
financial controls, risk management processes and compliance framework in accordance with
the scope approved by the Audit Committee. The internal audit reports, together with the
observations and recommendations, if any made by the Internal Auditors, were periodically
reviewed by the Audit Committee, which also monitored the adequacy and effectiveness of
the corrective actions taken by the Management. 

The Board is of the opinion that the Company's internal financial controls and internal
audit system are commensurate with the nature, size and complexity of its business and are
adequate and operating effectively. 


31. SECRETARIAL AUDITORS AND REPORT: 


Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had
appointed Mr. Ricky Kapadia, Proprietor of M/s. RPK & Associates, (COP: 26790),
Practicing Company Secretary to undertake the Secretarial Audit of the Company for the
Financial Year 2025-26. 

The Secretarial Audit Report in Form No. MR-3 for the financial year 2025-26 is annexed
to this Report as Annexure-3. The Secretarial Audit Report does not contain any
qualifications, reservation or adverse remarks. Further, during the year under review, the
Secretarial Auditor has not reported any instance of fraud under Section 143(12) of the
Companies Act, 2013. 


32. MAINTENANCE OF COST RECORDS & AUDIT: 


The maintenance of cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules,
2014, is not applicable to the Company. Accordingly, the provisions relating to the
maintenance of cost records and conduct of cost audit are not applicable to the Company
for the financial year under review. 


33. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: 


The Management's Discussion and Analysis Report provide 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. 


34. 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 non-compliance of the above-mentioned regulations. 


35. 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. 


36. 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 


37. 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. 


38. 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. 


39. ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) OF THE COMPANY: 


After Closure of the financial year, the Members of the Company have approved the
alteration of Capital Clause of the 

Memorandum of Association (MoA) of the Company consequent to increase in the Authorised
Share Capital and the subdivision of the equity shares of the Company by passing of a
Resolution through Postal ballot via remote e-voting end on 29th April, 2026. 


40. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND
THE DATE OF 

THE BOARD REPORT: 


There have been no material changes or commitments affecting the financial position of
the Company between the end of the financial year to which the financial statements relate
and the date of this Report. 


41. SHIFTING OF REGISTERED OFFICE OF THE COMPANY: 


Pursuant to the approval granted by the members at 32nd Annual General
Meeting held on 27th September, 2025, the Registered Office of the Company has
been shifted within the State of Gujarat but outside the local limits of the City of
Bhavnagar from GF/22-23, Pattani Plaza, Dairy Road, Near Nilambaug Circle, Bhavnagar -
364002, Gujarat to Spine - 232, 2nd Floor, Surat Diamond Bourse, Dream City,
Khajod, Surat-395007, Gujarat w.e.f. 15/11/2025. 


42. CHANGE IN THE NATURE OF BUSINESS: 


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

After Closure of the financial year, with a view to providing strategic flexibility and
enabling the Company to explore and undertake new business opportunities in the future,
the Members of the Company approved the alteration of the Object Clause of the Memorandum
of Association (MoA) by way of a Special Resolution passed through Postal Ballot by remote
e-voting. Pursuant to the said approval, Clause III(A) (Main Objects) of the MoA of the
Company was altered by inserting the following new sub-clauses after the existing
sub-clause 1: 

2. To carry on the business of preparing, manufacturing, processing, producing,
chilling, improving, marketing, trading, importing, exporting, selling, distributing and
otherwise dealing in all kinds of agricultural and non-agricultural food products,
dehydrated foods and drinks, including but not limited to spices, oil seeds, grains,
vegetables, herbs, pickles and other products derived from agricultural or farming
activities; and to deal in aerated beverages, artificial or mineral water, carbonated
drinks, fruit drinks, canned and packed foods, squashes, syrups, soft drinks, milk and
milk products, and beverages of every description. 

3. To carry on the business of owning, operating, managing, chartering, leasing,
purchasing, selling or otherwise dealing in ships, vessels, ferries, barges, boats,
tankers, cargo vessels, passenger vessels, all types vessels under any flag including
Indian Flag and Foreign Flag vessels, tugs and other watercraft of every description for
the purpose of transporting passengers, goods, cargo, merchandise, livestock and other
commodities by sea, coastal routes, inland waterways and other navigable waters, and to
act as ship owners, ferry operators, charterers, carriers, transporters, shipping agents,
freight contractors, logistics service providers, stevedores, dockworkers, port operators
or longshore service providers for loading, unloading, handling, stacking, securing and
stowing of cargo, containers and goods at ports, harbours and terminals and to undertake
the business of shipbuilding, ship repairing, maintenance, refitting, conversion and
reconstruction of ships and other marine vessels, and to establish, develop, operate and
maintain shipyards, dry docks, wet docks and marine workshops; to carry on the business of
dredging, marine excavation, underwater works, port development activities, towing and tug
services, and to undertake all kinds of marine, offshore and allied shipping and
transportation services in India and abroad. 


43. CHANGE IN ISIN OF THE COMPANY: 


Pursuant to the approval of the Members by way of resolution passed through Postal
Ballot through remote e-voting, which concluded on 29th April, 2026, the equity shares of
the Company were sub-divided (stock split) from 1 (One) Equity Share of face value of Rs.
10/- each fully paid-up into 2 (Two) Equity Shares of face value of Rs. 5/- each fully
paid-up, with effect from the Record Date, i.e., 15th May, 2026. Consequently,
the International Securities Identification Number (ISIN) of the Company's equity shares
has been changed, and the new ISIN allotted to the equity shares of the Company is
INE0NIJ01025. 


44. 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 ended 31st March,
2026, was Rs. 15,00,00,000, divided into 1,50,00,000 Equity Shares of Rs. 10/- each. 

After Closure of the financial year, the Members of the Company have approved the
alteration of Capital Clause of the Memorandum of Association (MoA) of the Company
consequent to increase in the Authorised Share Capital and the subdivision of the equity
shares of the Company by passing of a Resolution through Postal ballot via remote e-voting
end on 29th April, 2026. Accordingly, the Authorised Share Capital of the
Company is Rs. 25,00,00,000, divided into 5,00,00,000 Equity Shares of Rs. 5/- each. 


Issued, Subscribed & Paid-up Capital 


During 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. 

After Closure of the financial year, the Board of Directors of the Company, at their
Meeting held on Monday, 18th May, 2026, has considered and approved the
allotment of 2,37,26,278 Bonus Equity Shares of Rs. 5/- each as fully paid-up Bonus Shares
to the eligible shareholders of the Company whose names appeared in the Register of
Members / List of Beneficial Owners as on the Record Date i.e. 15th May, 2026,
in the ratio of 1:1, i.e. 1 (One) new fully paid-up Bonus Equity Share of Rs. 5/- (Rupees
Five only) each for every 1 (One) existing fully paid-up Equity Share of Rs. 5/- (Rupees
Five only) each held by them. 

Accordingly, as on date 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. 23,72,62,780/- divided into 4,74,52,556 Equity Shares of Rs. 5/- each. 


45. LISTING & TRADING APPROVAL OF EQUITY SHARES: 


During the financial year, 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
    
Type of Issue
    
No. of Equity Shares
    
Date of Listing Approval
    
Date of Trading Approval
  
  

    
1 09.01.2025
    
Preferential issue
    
5,20,000
    
13.03.2025
    
04.04.2025
  
  

    
2 30.04.2025
    
Preferential issue
    
5,60,000
    
16.07.2025
    
01.08.2025
  
  

    
3 18.05.2026
    
Bonus Issue
    
2,37,26,278
    
18.05.2026 *
    
18.05.2026 *
  



* The Listing/Trading approval of equity share received after closure of financial
year. 


46. USE OF PROCEEDS: 


During the Financial year 2024-25, 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. 

During the Financial year 2024-25, 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. 

During the financial year 2025-26, 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. 

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. 

As per requirement of Regulation 32 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the details of utilization of proceeds of the
Preferential Issue have been submitted to the Stock Exchange i.e. BSE Limited (BSE) for
Half year ended September, 2025 on 12th November, 2025. The details of
utilization of funds raised through preferential allotment 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
    
2,227.04
  
  

    
Total
    
2,227.04
    
2,227.04
  



* Original Allocation amount calculated considering full amount of Rs. 62/- per warrant
received against 35,92,000 warrants. 


47. 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. 


48. 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. 


49. 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) during the year alongwith their status
as at the end of the financial year. 


50. 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. 


51. 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.