It is with great pride and pleasure that we welcome you
to the Devson family of shareholders and present the
first Board's Report of Devson Catalyst Limited following
the listing of our equity shares. The listing of the Com¬
pany marks a significant milestone in our journey and
represents not merely a new phase of growth, but also
the beginning of a greater responsibility towards our
shareholders and the wider stakeholder community. We
deeply value the confidence reposed in the Company and
its management and remain committed to earning this
trust through responsible governance, consistent perfor¬
mance and sustainable growth.

CORPORATE OVERVIEW

Devson Catalyst Limited, incorporated in 2004, has over
the years evolved into an established manufacturer of
catalysts, adsorbents and ceramic balls, which serve as
important materials in a wide range of industrial pro¬
cesses. Our products are used across critical industries
including oil and gas refineries, petrochemicals, steel,
fertilizers and other industrial processing sectors, where
process efficiency, reliability and quality are of para¬
mount importance. From our initial operations in electri¬
cal products, the Company has successfully transitioned
into the catalyst and adsorbent industry, leveraging its
technical capabilities, manufacturing expertise and un¬
derstanding of industrial requirements.

Today, the Company operates a manufacturing facility at
Wadhwan City, Gujarat, with an installed capacity of ap¬
proximately 6,205 MT per annum. The facility is equipped
with the necessary machinery and infrastructure to
support our manufacturing operations and is operated
through established processes, standard operating pro¬
cedures and internal quality controls. Our ISO 9001:2015
and ISO 45001:2018 certifications reflect our focus on
quality management, occupational health and safety and
disciplined manufacturing practices.

We have built our business primarily around a B2B mod¬
el, catering to institutional and industrial customers in
both domestic and international markets. Our close
engagement with customers enables us to understand
their technical specifications, production requirements
and delivery schedules and to align our manufacturing
and supply chain accordingly. We believe that our cus¬
tomer-centric approach, product capabilities and indus¬
try relationships provide a strong foundation for repeat
business and long-term customer relationships.

Company. We look forward to welcoming you to this next
chapter of our journey and remain committed to creating
enduring value for all our stakeholders. We believe that
with the continued support of our shareholders, custom¬

FINANCIAL PERFORMANCE:

During the financial year 2025-26, the Company deliv¬
ered a strong improvement in its overall financial per¬
formance. Total Income increased by 6.17% to '5,684.44
lakhs from '5,353.89 lakhs in FY 2024-25, supported by
growth in revenue from operations and a significant in¬
crease in other income.

Revenue from Operations increased by 4.86%, from
'5,319.21 lakhs in FY 2024-25 to '5,577.59 lakhs in FY
2025-26. The growth was primarily driven by improved
price realisation across products and better execution
of customer orders during the year, reflecting sustained
demand for the Company's catalysts, adsorbents and ce¬
ramic balls.

Other Income increased substantially to '106.85 lakhs
from '34.68 lakhs in the previous year. The increase was
mainly attributable to higher foreign exchange gains of
'75.66 lakhs as against '22.28 lakhs, gain on mutual
funds of '21.84 lakhs as against '3.97 lakhs, and interest
income of '7.99 lakhs as against '5.95 lakhs in FY 2024¬
25.

The improvement in income, coupled with effective cost
management, translated into a significant improve -
ment in profitability. Profit Before Tax (PBT) increased by
62.16%, from '1,037.96 lakhs in FY 2024-25 to '1,683.19
lakhs in FY 2025-26. The substantial increase in PBT
reflects the Company's ability to improve revenue and
profitability while maintaining disciplined control over its
costs.

Consequently, Profit After Tax (PAT) increased signifi¬

ers, employees, business partners and other stakehold¬
ers, Devson Catalyst Limited is well positioned to build
upon its legacy and aspire to greater milestones in the
years ahead.

cantly by 63.21%, from '767.23 lakhs in FY 2024-25 to
'1,252.09 lakhs in FY 2025-26. The increase in PAT was
achieved despite higher tax expenses, which increased
by 60.65% from '269.08 lakhs to '432.27 lakhs, primarily
in line with the higher profitability and resulting current
tax liability.

Overall, FY 2025-26 was a year of healthy revenue growth
and substantial improvement in profitability, demon¬
strating the Company's continued focus on operational
efficiency, better price realisation, disciplined cost man¬
agement and profitable growth.

SHARE CAPITAL:Authorized Capital

During FY 2025-26, the Authorised Share Capital of the
Company was increased from '25.00 lakhs to '1,500.00
lakhs, comprising 1,50,00,000 Equity Shares of '10 each,
and the relevant clause of the Memorandum of Associa¬
tion was amended accordingly. There was no change in
the Authorised Share Capital after the close of the finan¬
cial year.

The Authorized share Capital of the Company, as at clo¬
sure of financial year 2025-26 is Rupees 15,00,00,000/-
divided into 15000000 Equity Shares of '10/- each. No
change took place after the closure of financial year.

Issued, Subscribed & Paid-up Capital

During FY 2025-26, as part of the pre-IPO capital re¬
structuring, the Company capitalised '1,000.00 lakhs out
of its free reserves and issued 1,00,00,000 Bonus Equi¬
ty Shares of '10 each in the ratio of 40:1 to the exist¬
ing shareholders. Accordingly, as at March 31, 2026, the
Issued, Subscribed and Paid-up Share Capital stood at
'1,025.00 lakhs, comprising 1,02,50,000 Equity Shares of
'10 each.

Subsequent to the close of the financial year, the Com¬
pany successfully completed its Initial Public Offer of

35.88.000 Equity Shares of '10 each at an issue price
of '118 per Equity Share, comprising a fresh issue of

33.38.000 Equity Shares aggregating to '3,938.84 lakhs
and an Offer for Sale of 2,50,000 Equity Shares aggre¬
gating to '295.00 lakhs by the Selling Shareholders. The
Equity Shares were allotted on July 14, 2026 and were
subsequently listed on the SME Platform of BSE Limited
w.e.f. July 16, 2026.

DIVIDEND

The Board of Directors, with a view to conserving the
Company's resources for future expansion, growth ini¬
tiatives and strengthening of its financial position, has
decided not to recommend any dividend for the financial
year 2025-26 (Previous Year: Nil).

TRANSFER TO RESERVE

The Board of Directors does not propose to transfer any
amount to the General Reserve for the financial year
2025-26. Accordingly, the entire net profit for the year,
after appropriations, shall be retained in the surplus and
carried forward in the Balance Sheet.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business or principal business activities of the
Company. The Company continued to carry on its busi¬
ness in accordance with the main objects specified in its
Memorandum of Association.

CHANGE IN STATUS

During the year under review, the Company was convert¬
ed from a Private Limited Company into a Public Limited
Company pursuant to the provisions of the Companies
Act, 2013 and the rules made thereunder. The conversion
was undertaken as part of the Company's growth and
capital market initiatives and with a view to broadening
its shareholder base and providing the Company with ac¬
cess to the capital markets.

Consequent upon the conversion, the name of the Com¬
pany was changed from Devson Catalyst Private Limited
to Devson Catalyst Limited, and the requisite amend¬
ments were made to the Memorandum and Articles of
Association of the Company. The Company also ceased to
have the restrictions applicable to a private company and
became subject to the provisions and regulatory require¬
ments applicable to public companies.

The conversion represents an important milestone in the
Company's journey and has further strengthened its cor¬
porate structure and governance framework, enabling
the Company to pursue its future growth and expansion
plans with greater access to capital and a broader stake¬
holder base.

CHANGE IN REGISTERED OFFICE ADDRESS

During the year under review, the address of the Reg¬
istered Office of the Company was rationalised and up¬
dated in the records of the Registrar of Companies w.e.f.
November 08, 2025. The Registered Office of the Compa¬
ny is presently situated at - Plot No. 213 to 218 and 233
to 237, Phase II, Ambawadi, GIDC, Wadhwan City, Suren-
dranagar, Gujarat, India - 363030.

There was no change in the location of the Registered Of¬
fice, and the updation was undertaken to ensure consis¬
tency and accuracy of the Company's statutory records.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES
ACT, 2013 (HEREINAFTER REFERRED TO AS ‘THE ACT')
IN RESPECT OF ANY SCHEME OF PROVISIONS OF MON¬
EY FOR PURCHASE OF OWN SHARES BY EMPLOYEES
OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

There were no such instances during the year under re¬
view.

BOARD OF DIRECTORS AND KEY MANAGERIAL PER¬
SONNELConstitution of Board

The composition of Board complies with the require¬
ments of the Companies Act, 2013 (“Act"). None of the Di¬
rectors of Board is a member of more than ten Commit¬
tees or Chairperson of more than five committees across
all the Public companies in which they are Director. The
necessary disclosures regarding Committee positions
have been made by all the Directors.

The Board of the Company comprises six Directors out
of which three are Promoter Executive Directors, One is
Promoter Non-Executive Director and two are Non-Exec¬
utive Independent Directors.

^A Committee includes Audit Committee and Sharehold¬
ers' Grievances Committee across all Public Companies.

~ Excluding LLP, Foreign Companies, Section 8 Compa¬
nies & struck off Companies.

Disclosure by Directors

The Directors on the Board have submitted notice of in¬
terest under Section 184(1) i.e. in Form MBP 1, intimation
under Section 164(2) i.e. in Form DIR 8 and declaration as
to compliance with the Code of Conduct of the Company.
None of the Directors of the Company is disqualified for
being appointed as Director as specified in Section 164
(2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter-alia, to
review and discuss the various businesses that require

the approval of the Board. Additional Board meetings are
convened, as and when required, to discuss and decide
on various business policies, strategies and other busi¬
nesses. The Board meetings are generally held at corpo¬
rate office of the Company and few meetings are held at
registered office of the Company.

During the year under review, Board of Directors of the
Company met 21 (Twenty-One) times, viz June 2, 2025,
June 16, 2025, July 26, 2025, August 1 1, 2025, August 29,
2025, September 25, 2025, September 27, 2025, October

I, 2025, November 8, 2025, December 10, 2025, Decem¬
ber 15, 2025, December 24, 2025, December 29, 2025,
January 1, 2026, January 3, 2026, January 16, 2026, Janu¬
ary 17, 2026, February 2, 2026, February 14, 2026, March

II, 2026 and March 16, 2026. The gap between two con¬
secutive meetings was not more than one hundred and
twenty days as provided in section 173 of the Act.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and
rules made there under and Listing Regulations, the
Company has two Non-Promoter Non-Executive Inde¬
pendent Directors. In the opinion of the Board of Direc¬
tors, all Independent Directors of the Company meet all
the criteria mandated by Section 149 of the Companies
Act, 2013 and rules made there under and Listing Reg¬
ulations and they are Independent of Management. Fur¬
ther, both the Independent Directors of the Company had
registered themselves in the Independent Directors' Data
Bank.

A separate meeting of Independent Directors was held on
March 16, 2026 to review the performance of Non-Inde¬
pendent Directors and Board as whole and performance
of Chairperson of the Company including assessment of
quality, quantity and timeliness of flow of information be¬
tween Company management and Board that is neces¬
sary for the board of directors to effectively and reason¬
ably perform their duties.

The terms and conditions of appointment of Indepen¬
dent Directors and Code for Independent Director are
incorporated on the website of the Company at https://
devsongroup.com/investors.

The Company has received a declaration from the Inde¬
pendent Directors of the Company under Section 149(7)
of Companies Act, 2013 and Regulation 16 of the Listing
Regulations confirming that they meet criteria of Inde¬
pendence as per relevant provisions of Companies Act,
2013 for financial year 2025-26. The Board of Directors of
the Company has taken on record the said declarations
and confirmation as submitted by the Independent Direc¬
tors after undertaking due assessment of the veracity of
the same. In the opinion of the Board, they fulfill the con¬
ditions for Independent Directors and are independent of
the Management. In the opinion of the Board, the Inde¬
pendent Directors possess the requisite expertise and
experience and are persons of high integrity and repute.
All the Independent Directors have confirmed that they
are in compliance with Rules 6(1) and 6(2) of the Compa¬
nies (Appointment and Qualification of Directors) Rules,
2014, with respect to registration with the data bank of
Independent Directors maintained by the Indian Institute
of Corporate Affairs. None of Independent Directors have
resigned during the year.

Information on Directorate

During the financial year under review, the Company
undertook significant changes in the constitution of its

Board of Directors with a view to further strengthening
its leadership and governance framework and aligning
the composition of the Board with the Company's evolv¬
ing business requirements and future growth plans.

Pursuant to the resolutions passed by the Board of Di¬
rectors on December 10, 2025, Mr. Prahladbhai Devjibhai
Shiyaniya was designated as Chairman and Whole-time
Director, and Mr. Pratapbhai Devjibhai Siyania was des¬
ignated as Whole-time Director, each for a period of five
years with effect from December 10, 2025. Their eleva¬
tion to executive leadership positions is expected to fur¬
ther strengthen the Company's operational and strategic
oversight, particularly considering their extensive indus¬
try experience and familiarity with the Company's busi¬
ness.

On the same date, the Board approved the appointment
of Mr. Savan Prahladbhai Patel as Managing Director for
a period of five years with effect from December 10, 2025,
along with terms and conditions of his appointment. His
continued leadership is expected to provide strategic di¬
rection to the Company and support its business expan¬
sion and growth initiatives.

With a view to broadening the Board's expertise and
strengthening its governance framework, Mrs. Krishna
Savanbhai Patel was appointed as an Additional Non-Ex¬
ecutive Director with effect from December 10, 2025,
liable to retire by rotation. Further, Mr. Prashant Hari-
vallabhbhai Jani was appointed as an Additional Non-Ex¬
ecutive Independent Director for a period of five years
with effect from December 10, 2025. The appointment of
an Independent Director represents an important step
towards strengthening the Company's independent over¬
sight and corporate governance practices.

The aforesaid appointments and designation changes
were subsequently placed before the Members for their
consideration and approval. The Members of the Com¬
pany, at the Extra-ordinary General Meeting held on De¬
cember 12, 2025, approved the aforesaid changes and
appointments in accordance with the applicable provi¬
sions of the Companies Act, 2013.

Subsequently, Dr. Prakashkumar Verma was appointed
as an Additional Non-Executive Independent Director for
a period of five years with effect from December 15, 2025.
His appointment further strengthened the independent
representation and overall composition of the Board. The
appointment was subsequently approved by the Mem¬
bers at the Extra-ordinary General Meeting held on De¬
cember 26, 2025.

The reconstitution of the Board during the year reflects
the Company's continued focus on strengthening its
leadership, enhancing Board-level oversight and estab¬
lishing a governance structure commensurate with its
transition into a public and listed company. The Compa¬
ny believes that the collective experience, expertise and
diverse perspectives of its Board members will provide
a strong foundation for pursuing its strategic objectives
and creating sustainable long-term value for its stake¬
holders.

In accordance with the provisions of the Articles of As¬
sociation and Section 152 of the Companies Act, 2013,
Mr. Prahlad Devajibhai Shiyaniya, Chairman and Whole¬
time Director of the Company retires by rotation at the
ensuing annual general meeting. He, being eligible, has
offered himself for re-appointment as such and seeks
re-appointment. The Board of Directors recommend his
re-appointment as such on the Board.

The relevant details, as required under Secretarial Stan-
dards-II issued by ICSI, of the person seeking re-appoint¬
ment as Director is annexed to the Notice convening the
Annual General Meeting.

Key Managerial Personnel

During the year under review, with a view to strengthen¬
ing the management and compliance framework of the
Company, certain changes were made in the Key Mana¬
gerial Personnel (“KMP") of the Company.

Mr. Upen Himmatbhai Kanani was promoted and ap¬
pointed as the Chief Financial Officer (CFO) of the Com¬
pany with effect from January 03, 2026. Further, Ms.
Zalak Ankitkumar Shah was appointed as the Company
Secretary and Compliance Officer of the Company with
effect from January 03, 2026.

The appointment of the aforesaid KMPs has further
strengthened the Company's financial management,
statutory compliance and corporate governance frame¬
work, particularly in view of its transition into a public
and listed company.

As on date of this report, the Company has Mr. Prahlad-
bhai Devjibhai Shiyaniya as Chairman and Whole-Time
Director of the Company, Mr. Pratapbhai Devjibhai Siya-
nia as Whole-Time Director of the Company, Mr. Savan
Prahladbhai Patel as Managing Director of the Company,
Mr. Upen Himmatbhai Kanani as Chief Financial Officer
of the Company and Ms. Zalak Ankitkumar Shah as Com¬
pany Secretary and Compliance Officer who are acting
as Key Managerial Personnel in accordance with Section
203 of the Companies Act, 2013.

Performance Evaluation

Pursuant to the applicable provisions of the Companies
Act, 2013, the Board of Directors carried out an annual

evaluation of the performance of the Board as a whole,
its Committees, the Chairperson and individual Directors
during the year under review. The evaluation was under¬
taken through a structured process based on relevant
performance criteria and inputs received from the Direc¬
tors.

The performance of the Board as a whole was evaluat¬
ed by the Board after considering inputs from all Direc¬
tors, with reference to various parameters including the
composition and structure of the Board, effectiveness
of Board processes, quality and timeliness of informa¬
tion provided to the Board, participation in deliberations,
quality of decision-making and overall effectiveness of
the Board.

The performance of the Board Committees was evaluat¬
ed by the Board after obtaining inputs from the respec¬
tive Committee members. The evaluation covered, inter
alia, the composition and constitution of the Committees,
effectiveness of Committee meetings, quality of deliber¬
ations, discharge of responsibilities and effectiveness in
fulfilling their respective terms of reference.

The performance of individual Directors was evaluated by
the Board and the Nomination and Remuneration Com¬
mittee, as applicable, based on parameters including
preparedness and participation in Board and Committee
meetings, contribution to discussions and decision-mak¬
ing, constructive inputs, understanding of the Company's
business and ability to effectively discharge the respon¬
sibilities entrusted to them.

The performance of the Chairperson was evaluated sep¬
arately with reference to his leadership of the Board,
effectiveness in facilitating discussions, promoting con¬
structive participation, ensuring effective functioning of
the Board and balancing the interests of various stake¬
holders.

Further, a separate meeting of the Independent Direc¬
tors was held, without the presence of Non-Independent
Directors and members of management, to evaluate
the performance of the Non-Independent Directors, the
Board as a whole and the Chairperson, taking into con¬
sideration the views of the Executive and Non-Executive
Directors.

The performance of the Independent Directors was eval¬
uated by the entire Board, excluding the Independent Di¬
rector being evaluated, in accordance with the applicable
provisions of the Companies Act, 2013. The evaluation
process was aimed at ensuring continued effectiveness
of the Board and its Committees and identifying areas for
improvement in the functioning and governance of the
Company.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013,

the board of directors, to the best of their knowledge and
ability, confirm that:

a) In preparation of annual accounts for the year ended
March 31,2026, the applicable accounting standards
have been followed and that no material departures
have been made from the same;

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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Com¬
pany and for preventing and detecting fraud and
other irregularities;

d) The Directors had prepared the annual accounts for
the year ended March 31,2026 on going concern ba¬
sis.

e) The Directors had laid down the 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 were adequate and operating
effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of
the act, has formed various committees, details of which
are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their
respective role and responsibility are detailed in the Re¬
port on Corporate Governance annexed to this Report.

1. AUDIT COMMITTEE

The Board of Directors of our Company, in their
meeting held on December 29, 2025, has constitut¬
ed Audit Committee, in pursuance to provisions of
Section 177 of the Companies Act, 2013 and rules
made thereunder, as amended from time to time,
read with SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, as applicable.

The purpose of audit committee is to assist the
Board in fulfilling its overall responsibilities of mon¬
itoring financial reporting processes, reviewing the
Company's established systems and processes for
internal financial controls, governance and review¬
ing the Company's statutory and internal audit ac¬
tivities.

Composition of Committee, Meeting and Attendance
of each Member at Meetings

Audit Committee shall meet at least four times in
a year and not more than one hundred and twenty
days shall elapse between two meetings. Addition¬
al meeting is held for the purpose of reviewing the
specific item included in terms of reference of the
Committee.

The quorum for the meeting shall be one third of to¬
tal members of the Audit Committee or Two, which¬
ever is higher, subject to minimum two Independent
Director shall be present at the meeting.

During the year under review, Audit Committee of
the Company met 6 (Six) times, viz January 1, 2026,
January 3, 2026, January 16, 2026, January 17, 2026,
March 1 1, 2026 and March 16, 2026.

The Company Secretary of the Company is acting as Sec¬
retary to the Audit Committee.

Since, the Committee was constituted after the conclu¬
sion of Annual General Meeting held in F.Y. 2025-26, the
Chairman was not required to be present at that Annual
General Meeting. However, the Chairman of the commit¬
tee will remain present at ensuing Annual General Meet¬
ings of the Company to answer shareholder queries.

The terms of reference of Audit Committee specified by
the Board of Directors is briefed hereunder;

Role of Committee

1. The recommendation for the appointment, re-ap¬
pointment and, if required, the replacement or re¬
moval of the statutory auditor, their remuneration
and fixation of terms of appointment of the Auditors
of the Company;

2. Approval of payment to statutory auditors for any
other services rendered by the statutory auditors;

3. Review and monitor the auditors' independence and
performance, and effectiveness of audit process;

4. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area
of concern;

5. Oversight of the listed entity's financial reporting
process and the disclosure of its financial informa¬
tion to ensure that the financial statement is cor¬
rect, sufficient and credible;

6. Examination of financial statement and auditors'
report thereon including interim financial result
before submission to the Board of Directors for ap¬
proval, particularly with respect to:

i. matters required to be included in the direc¬
tor's responsibility statement to be included
in the board's report in terms of clause (c) of
sub-section (3) of Section 134 of the Compa¬
nies Act, 2013,

ii. Changes, if any, in accounting policies and
practices and reasons for the same,

iii. Major accounting entries involving estimates
based on the exercise of judgment by manage¬
ment,

iv. Significant adjustments made in the financial
statements arising out of audit findings,

v. Compliance with listing and other legal re¬
quirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Modified opinion(s) / Qualifications in the draft au¬
dit report;

7. Reviewing, with the management, the quarterly /
half yearly financial statements before submission
to the board for approval;

8. Approval or any subsequent modification of trans¬
actions of the Company with related party, subject
following conditions;

• The Audit Committee may make omnibus approval
for related party transactions proposed to be en¬
tered in to by the Company subject to such condi¬
tions provided under the Companies Act, 2013 or
any subsequent modification(s) or amendment(s)
thereof;

• In case of transaction, other than transactions re¬
ferred to in section 188 of Companies Act 2013 or
any subsequent modification(s) or amendment(s)
thereof, and where Audit Committee does not ap¬
prove the transaction, it shall make its recommen¬
dations to the Board;

• In case any transaction involving any amount not ex¬
ceeding one crore rupees is entered into by a direc¬
tor or officer of the company without obtaining the
approval of the Audit Committee and it is not ratified
by the Audit Committee within three months from
the date of the transaction, such transaction shall
be voidable at the option of the Audit Committee;

9. Reviewing, with the management, the statement of
uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other
than those stated in the offer document / prospec¬
tus / notice and the report submitted by the moni¬
toring agency monitoring the utilisation of proceeds
of a public issue or rights issue or preferential issue
or qualified institutions placement, and making ap¬
propriate recommendations to the board to take up
steps in this matter;

10. Scrutiny of Inter-corporate loans and investments;

11. To review the functioning of the Whistle Blower
mechanism, in case the same is existing;

12. Valuation of undertakings or assets of the company,
where ever it is necessary;

13. Evaluation of internal financial controls and risk
management systems and reviewing, with the man¬
agement, performance of internal auditors, and ad¬
equacy of the internal control systems;

14. Reviewing the adequacy of internal audit function, if
any, including the structure of the internal audit de¬
partment, staffing and seniority of the official head¬
ing the department, reporting structure coverage
and frequency of internal audit;

15. Discussion with internal auditors of any significant
findings and follow up there on;

16. Reviewing and discussing the findings of any inter¬
nal investigations by the internal auditors into mat¬
ters where there is suspected fraud or irregularity
or a failure of internal control systems of a material
nature and reporting the matter to the board;

17. To look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
dividends) and creditors;

18. Approval of appointment of chief financial officer
after assessing the qualifications, experience and
background, etc. of the candidate;

19. Reviewing the utilization of loans and/ or advances
from/investment by the holding company in the sub¬
sidiary exceeding rupees 100 crore or 10% of the as¬
set size of the subsidiary, whichever is lower includ¬
ing existing loans / advances / investments existing
as on the date of coming into force of this provision;

20. To consider and comment on rationale, cost-ben¬
efits and impact of schemes involving merger, de¬
merger, amalgamation etc., on the listed entity and
its shareholders; and

21. Carrying out any other function as assigned by the
Board of Directors from time to time.

Review of Information by the Committee

The Audit Committee shall mandatorily review the fol¬
lowing information:

1. Management discussion and analysis of financial
condition and results of operations;

2. Statement of significant related party transactions
(as defined by the audit committee), submitted by
management;

3. Management letters / letters of internal control
weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control
weaknesses;

5. the appointment, removal and terms of remunera¬
tion of the chief internal auditor shall be subject to
review by the audit committee;

6. Quarterly / half yearly statement of deviation(s) in¬
cluding report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regula¬
tion 32(1); and

7. Annual statement of funds utilized for purposes
other than those stated in the offer document/pro-
spectus/notice in terms of Regulation 32(7).

Powers of CommitteeThe Committee -

1. To investigate any activity within its terms of refer¬
ence;

2. To seek information from any employees;

3. To obtain outside legal or other professional advice;
and to secure attendance of outsiders with relevant
expertise, if it considers necessary;

4. Call for the comments of the auditors about internal
control systems, the scope of audit, including the
observations of the auditors and review of financial
statement before their submission to the Board and
may also discuss any related issues with the inter¬
nal and statutory auditors and the management of
the company; and

5. To investigate into any matter in relation to the items
specified in sub-section (4) of Section 177 of the
Companies Act, 2013 or referred to it by the Board
and for this purpose shall have power to obtain pro¬
fessional advice from external sources and have full
access to information contained in the records of
the company.

The recommendations of the Audit Committee on
any matter relating to financial management, in¬
cluding the audit report, are binding on the Board. If
the Board is not in agreement with the recommen¬
dations of the Committee, reasons for disagreement
are being incorporated in the minutes of the Board
Meeting. However, there were no such instances
where the Board had not accepted recommenda¬
tions of Audit Committee during F.Y. 2025-26.

Vigil Mechanism

The Company has established a Vigil Mechanism and
adopted a Whistle Blower Policy to provide a structured
framework for employees and other stakeholders to re¬
port genuine concerns relating to unethical behaviour,
actual or suspected fraud, misconduct or violation of the
Company's Code of Conduct.

The mechanism provides adequate safeguards against
victimisation of persons who raise concerns in good faith
and ensures that genuine complaints are appropriately
reviewed and addressed. The Policy also provides for di¬
rect access to the Chairperson of the Audit Committee in
appropriate or exceptional cases. No whistle blower shall
be denied access to the Audit Committee of the Board.

The functioning of the Vigil Mechanism is subject to pe-

riodic review by the Audit Committee to ensure its effec¬
tiveness and continued compliance with applicable re¬
quirements.

During the financial year 2025-26, the Vigil Mechanism
(Whistle Blower) Policy remained in force and continued
to provide an appropriate mechanism for reporting gen¬
uine concerns. The Policy is available on the Company's
website at https://devsongroup.com/investors.

2. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of our Company, in their
meeting held on December 29, 2025, has constitut¬
ed Nomination and Remuneration Committee, in
pursuance to provisions of Section 178 of the Com¬
panies Act, 2013 and rules made thereunder, as
amended from time to time, read with SEBI (Listing
Obligations and Disclosures Requirement) Regula¬
tions, 2015.

The purpose of Nomination and Remuneration

The Company Secretary of the Company is acting as Sec¬
retary to the Nomination and Remuneration Committee.

The terms of reference of Nomination and Remuneration

Committee are briefed hereunder;

Terms of reference

1. Formulation of the criteria for determining quali¬
fications, positive attributes and independence of
a director and recommend to the Board a policy,
relating to the remuneration of the directors, key
managerial personnel and other employees;

2. For every appointment of an independent direc¬
tor, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and
experience on the Board and on the basis of such
evaluation, prepare a description of the role and ca¬
pabilities required of an independent director. The
person recommended to the Board for appointment
as an independent director shall have the capabili¬
ties identified in such description. For the purpose
of identifying suitable candidates, the Committee
may;

Committee is to assist the Board to identify persons
who are qualified to become directors and who may
be appointed in senior management in accordance
with the criteria laid down and such other matters
specified under various statute.

Composition of Committee, Meeting and Atten¬
dance of each Member at Meetings

The Nomination and Remuneration Committee
shall meet at least once in a year. The quorum for a
meeting of the Nomination and Remuneration Com¬
mittee shall be one third of total members of the
Nomination and Remuneration Committee or Two,
whichever is higher, subject to minimum one Inde¬
pendent Director shall be present at the meeting.

During the year under review, Nomination and
Remuneration Committee of the Company met 3
(Three) times, viz January 1, 2026, January 3, 2026
and March 16, 2026.

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of back¬
grounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of perfor¬
mance of independent directors and the board of
directors;

4. Devising a policy on diversity of board of directors;

5. To ensure that the relationship of remuneration to
performance is clear and meets appropriate perfor¬
mance benchmarks;

6. Identifying persons who are qualified to become di¬
rectors and who may be appointed in senior man¬
agement in accordance with the criteria laid down,
and recommend to the Board of Directors their ap¬
pointment and removal and shall carry out evalua¬
tion of every director's performance.

7. To specify the manner for effective evaluation of
performance of Board, its committees and individu¬

al directors to be carried out either by the Board, by
the Nomination and Remuneration Committee or by
an independent external agency and review its im¬
plementation and compliance;

8. To decide whether to extend or continue the term
of appointment of the independent director, on the
basis of the report of performance evaluation of
independent directors; and

9. To recommend to the board, all remuneration, in
whatever form, payable to senior management.

Nomination and Remuneration Policy:

The Company has adopted a Nomination and Remunera¬
tion Policy with the objective of establishing appropriate
criteria and processes for the appointment, evaluation
and remuneration of Directors, Key Managerial Person¬
nel (“KMP") and Senior Management Personnel. The Pol¬
icy is administered by the Nomination and Remuneration
Committee and is intended to ensure that appointments
are based on appropriate qualifications, experience, ex¬
pertise, integrity and other relevant attributes, while also
promoting diversity and effective succession planning.

The Policy provides for a structured framework for iden¬
tifying and recommending suitable candidates for ap¬
pointment or removal, evaluation of the performance of
the Board and individual Directors, and determination
of appropriate remuneration. It seeks to ensure that re¬
muneration is reasonable and sufficient to attract, retain
and motivate capable personnel, with a clear linkage
between remuneration and performance and an appro¬
priate balance between fixed and incentive-based com-
* up to December 09, 2025
Succession Plan

Your Company has an effective mechanism for suc¬
cession planning which focuses on orderly succession
of Directors, Key Management Personnel and Senior
Management. The Nomination and Remuneration Com¬
mittee implements this mechanism in concurrence with
the Board.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of our Company, in their
meeting held on December 29, 2025, has consti-

pensation.

In respect of remuneration, the Policy provides that re¬
muneration of Executive Directors is recommended by
the Nomination and Remuneration Committee and ap¬
proved by the Board, subject to requisite shareholder
and other statutory approvals. The remuneration is de¬
termined with due regard to qualifications, experience,
responsibilities, performance, industry standards and
the financial position of the Company. Non-Executive
and Independent Directors may be paid sitting fees and
commission in accordance with applicable statutory pro¬
visions and the approvals of the shareholders.

The Policy also provides for annual performance evalu¬
ation of Directors and sets out criteria for assessing the
performance of Executive, Non-Executive and Indepen¬
dent Directors, including their contribution, participation,
independence, responsibilities and leadership capabili¬
ties, as applicable.

The Nomination and Remuneration Policy, including the
criteria for appointment and remuneration, is available
on the Company's website and forms an integral part of
the Company's governance framework. The Policy may be
reviewed and amended from time to time in accordance
with applicable laws and the evolving requirements of the
Company.

The Nomination and Remuneration Policy, as recom¬
mended by Nomination and Remuneration Committee
and adopted by the Board of Directors, is placed on the
website of the Company at https://devsongroup.com/in-
vestors.

tuted Stakeholders Relationship Committee for
considering and resolving the grievances of securi¬
ty holders of the Company, in pursuance to provi¬
sions of Section 178 of the Companies Act, 2013
and rules made thereunder, as amended from time
to time, read with SEBI (Listing Obligations and
Disclosures Requirement) Regulations, 2015, as
applicable.

The Company has constituted Stakeholders Rela¬
tionship Committee mainly to focus on the redres-
sal of Shareholders' / Investors' Grievances, if any,

like Transfer / Transmission / Demat of Shares;
Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc. The Committee
also oversees the performance of the Registrar
& Transfer agents of the Company relating to the
investors' services and recommends measures for
improvement.

Composition of Committee, Meetings and Attendance

Company Secretary and Compliance officer of the Com¬
pany shall provide secretarial support to the Committee.

The terms reference of Stakeholder's Relationship Com¬
mittee is briefed hereunder;

Terms of Reference

1. Resolving the grievances of the security holders
of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends, is¬
sue of new/duplicate certificates, general meetings
etc;

2. Review of measures taken for effective exercise
of voting rights by shareholders warrants/annual
reports/statutory notices by the shareholders of the
company;

3. Review of adherence to the service standards
adopted by the listed entity in respect of various
services being rendered by the Registrar & Share
Transfer Agent;

4. Review of the various measures and initiatives tak¬
en by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of
dividend;

5. Resolving grievances of debenture holders related
to creation of charge, payment of interest/principal,
maintenance of security cover and any other cove¬
nants;

6. Reference to statutory and regulatory authorities

of each Member at Meetings

The Stakeholders Relationship Committee shall meet at
least once in a financial year. The quorum shall be shall
be one third of total members of the Stakeholders Rela¬
tionship Committee or Two, whichever is higher, subject
to minimum one Independent Director.

During the year under review, Stakeholders Relationship
Committee of the Company met on March 16, 2026.

regarding investor grievances and to otherwise
ensure proper and timely attendance and redressal
of investor queries and grievances;

Provided that inability to resolve or consider any
grievance by the Stakeholders Relationship Com¬
mittee in good faith shall not constitute a contra¬
vention of Section 178 of Companies Act, 2013 or
any subsequent modification(s) or amendment(s)
thereof; and

7. Such other matters as may be required by any stat¬
utory, contractual or other regulatory requirements
to be attended to by such committee from time to
time.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Up to December 28, 2025, the roles and responsibilities
relating to Corporate Social Responsibility were being
discharged directly by the Board itself, including iden¬
tification of CSR activities, approval of expenditure, and
monitoring of implementation.

In order to align with the statutory framework under
Section 135 and to adopt a more structured governance
mechanism, the Board of Directors of our Company, in
their meeting held on December 29, 2025, has constitut¬
ed Corporate Social Responsibility Committee for con¬
sidering and resolving the grievances of security holders
of the Company, in pursuance to provisions of Section
135 of the Companies Act, 2013 and rules made thereun¬
der, as amended from time to time.

Composition of Committee, Meetings and Attendance of
each Member at Meetings

The Corporate Social Responsibility shall meet at least
once in a financial year. The quorum shall be one third
of total members of the CSR Committee or Two, which¬
ever is higher.

The CSR Policy may be accessed at the web link https://

devsongroup.com/investors.

The terms of reference of the Committee inter alia com¬
prises of the following:

Terms of Reference

a) Formulate and recommend to the Board, a “Corpo¬
rate Social Responsibility Policy" which shall indi¬
cate the activities to be undertaken by our Company
as specified in Schedule VII of the Companies Act,
2013 and the rules made thereunder, as amended,
monitor the implementation of the same from time
to time, and make any revisions therein as and when
decided by the Board;

b) Review and recommend the amount of expenditure
to be incurred on the activities referred to in clause
(a) and the distribution of the same to various cor¬
porate social responsibility programs undertaken
by our Company;

c) monitor the Corporate Social Responsibility Policy
of the company from time to time;

d) Ensure that the activities as are included in Corpo¬
rate Social Responsibility Policy of the company are
undertaken by the company;

e) Identify corporate social responsibility policy part¬
ners and corporate social responsibility policy pro¬
grammes;

f) Delegate responsibilities to the corporate social re¬
sponsibility team and supervise proper execution of
all delegated responsibilities;

g) Review and monitor the implementation of corpo¬
rate social responsibility programmes and issuing
necessary directions as required for proper imple¬
mentation and timely completion of corporate social

During the year under review, Corporate Social Respon¬
sibility of the Company met on January 1, 2026.

responsibility programmes;

h) Assistance to the Board to ensure that our Company
spends towards the corporate social responsibility
activities in every Fiscal, such percentage of aver¬
age net profit/ amount as may be prescribed in the
Companies Act, 2013 and/ or rules made thereun¬
der;

i) Providing explanation to the Board if our Company
fails to spend the prescribed amount within the fi¬
nancial year;

j) Providing updates to our Board at regular intervals
of 6 months on the corporate social responsibility
activities;

k) Any other matter as the Corporate Social Respon¬
sibility Committee may deem appropriate after
approval of the Board or as may be directed by the
Board, from time to time; and

l) Exercise such other powers as may be conferred
upon the Corporate Social Responsibility Commit¬
tee in terms of the provisions of Section 135 of the
Companies Act.

m) Carrying out any other function as assigned by the
Board of Directors from time to time.

The Annual Report on CSR activities in prescribed format

is annexed as an Annexure - A.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGOA. Conservation of energy -i.) The steps taken or impact on conservation of ener¬
gy:

The Company recognises the importance of energy
conservation, efficient utilisation of resources and

adoption of sustainable energy sources in its manu¬
facturing operations. The manufacturing process is
energy-intensive and primarily relies on electricity
and natural gas, which are presently procured from
Paschim Gujarat Vij Company Limited (PGVCL) and
Gujarat Gas Limited (GGL), respectively.

As part of its efforts towards optimising energy con¬
sumption and reducing dependence on conventional
sources of electricity, the Company has installed a
rooftop solar power system of 263.7 kWp at its ex¬
isting Manufacturing Facility. The entire power gen¬
erated from the solar installation is utilised for the
Company's captive consumption, thereby reducing
dependence on grid-based electricity and contrib¬
uting to optimisation of energy costs and increased
utilisation of renewable energy.

The Company also maintains Diesel Generator (DG)
sets as a standby power source to ensure

continuity of manufacturing operations during in¬
terruptions or breakdowns in the grid power supply.
The DG sets are used only as a backup arrangement
and are intended to ensure uninterrupted opera¬
tions and minimise production disruptions arising
from power outages.

Further, in connection with the proposed establish¬
ment of its new manufacturing unit, the Company
proposes to install an additional rooftop solar power
plant with a capacity of 350 kWp. The entire power
generated from the proposed solar installation will
be utilised for the Company's captive consumption
at the new manufacturing facility. The initiative is
expected to further increase the use of renewable
energy, optimise energy costs and reduce the Com¬
pany's dependence on conventional sources of elec¬
tricity.

The Company remains committed to continuously
identifying opportunities for improving energy effi¬
ciency, optimising energy consumption and increas¬
ing the use of renewable energy across its man¬
ufacturing facilities, while ensuring reliable and
uninterrupted manufacturing operations.

ii.) The steps taken by the Company for utilizing alter¬
nate sources of energy:

The Company is actively pursuing the use of renewable
energy sources as part of its efforts towards sustain¬
able and cost-efficient manufacturing. The Company
has installed a 263.7 kWp rooftop solar power system at
its existing Manufacturing Facility, and the entire power
generated from the solar installation is utilised for the
Company's captive consumption.

Further, in connection with the proposed establishment
of its new manufacturing unit, the Company proposes to

install an additional 350 kWp rooftop solar power plant.
The entire electricity generated from the proposed so¬
lar power plant will also be utilised for the Company's
captive consumption at the new manufacturing facility.
This initiative is expected to increase the proportion of
renewable energy in the Company's overall energy mix,
reduce dependence on conventional grid electricity and
contribute towards optimisation of energy costs.

Through these initiatives, the Company continues to en¬
hance the utilisation of renewable energy and remains
committed to adopting environmentally responsible and
sustainable energy practices across its manufacturing
operations.

iii.) The capital investment on energy conservation
equipment:

The Company proposed a capital investment of
?100.10 lakhs (excluding GST) towards the estab¬
lishment of a 350 kWp rooftop solar power plant at
its proposed new manufacturing unit. The proposed
investment includes the design, supply, installation,
testing and commissioning of the complete solar
power plant system. The entire power generated
from the proposed solar plant will be utilised for the
Company's captive consumption, thereby support¬
ing the Company's efforts towards increasing the
use of renewable energy, reducing dependence on
conventional power sources and optimising energy
costs.

The proposed solar power plant is to be supplied
by Inqlab Engineering Private Limited, with the
quoted total amount including GST being ^ 109.01
lakhs. The investment forms part of the Company's
broader initiatives towards energy conservation and
adoption of sustainable sources of energy.

B. Technology absorption -i.) The effort made towards technology absorption

The Company continues to focus on technology
adoption, process improvement and optimisation of
manufacturing operations to enhance product qual¬
ity, operational efficiency and resource utilisation.
During the year under review, the Company contin¬
ued to utilise and improve its existing manufactur¬
ing processes and technical capabilities for the pro¬
duction of catalysts, adsorbents and ceramic balls.

The Company undertakes continuous monitoring of
its manufacturing processes and quality parameters
through established standard operating procedures
and internal quality control systems. The Company
also evaluates opportunities for adopting improved
technologies and manufacturing practices with a
view to enhancing productivity, consistency, energy
efficiency and overall operational performance.

The Company believes that continuous improvement
in manufacturing processes and effective utilisation
of available technology will support its efforts towards
maintaining product quality, meeting customer require¬
ments and improving operational efficiency.

ii. ) The benefit derived like product improvement,

cost reduction, product development or import
substitution:

The efforts towards technology absorption and
process optimisation have contributed to improved
process efficiency, consistency in product quality,
better utilisation of resources and strengthening of
the Company's manufacturing capabilities.

iii. ) in case of imported technology (imported during

the last three years reckoned from the beginning
of the financial year)

a. The details of technology imported: Nilb. The year of import: N.A.c. Whether the technology has been fully absorbed:
N.A.iv. ) If not fully absorbed, areas where absorption

has not taken place, and the reasons thereof: Not
Applicable

v. ) The expenditure incurred on Research and Devel¬

opment:

The Company continues to focus on technology absorp¬
tion, process improvement, product development and
quality enhancement through its in-house Research &
Development ('R&D'') and quality control capabilities.
The Company maintains a well-equipped R&D and quali¬
ty testing laboratory with a dedicated team of 6 R&D per¬
sonnel, enabling it to undertake testing, evaluation and

C. Foreign Exchange Earnings & Expenditure -
i.) Details of Foreign Exchange Earningsii.) Details of Foreign Exchange Expenditure:UTILIZATION OF PROCEEDS

During the financial year under review, the Company did
not raise any funds through any issue of securities. Ac¬
cordingly, there were no proceeds available for utilisation

continuous improvement of its products and manufactur¬
ing processes.

The R&D laboratory is equipped with various testing and
analytical equipment, including Muffle Furnaces, Air Dry¬
ing Oven, Attrition Loss Machine, Bulk Crushing Strength
Machine, Crushing Strength Machines for Alumina and
Ceramic, Vacuum Desiccator, Flame Photometer, Mag¬
netic and Motorised Stirrers, Rotary Flask Shaker, Sur¬
face Area Analyser, Pilot Plant for Absorption/Reaction
Studies, Multi-Gas Analyser and Gas Sampling Pump.
These facilities enable the Company to conduct a sub¬
stantial portion of the testing and evaluation required for
its product portfolio.

The Company follows relevant ASTM (American Soci¬
ety for Testing and Materials) and IS (Indian Standards)
testing methodologies for product evaluation and quali¬
ty control. The in-house laboratory supports continuous
monitoring of product parameters, process evaluation
and quality consistency, thereby facilitating the absorp¬
tion and application of relevant technical practices within
the Company.

Where testing requires statutory recognition, specif¬
ic customer validation or independent certification, the
Company undertakes such testing through external ac¬
credited laboratories and third-party inspection agen¬
cies, as the Company's in-house laboratory is presently
not NABL accredited.

The Company's efforts towards technology absorption
are primarily directed towards improving product quality,
enhancing process efficiency, developing and evaluating
products, ensuring compliance with applicable testing
standards and meeting specific customer requirements.
These initiatives contribute to strengthening the Com¬
pany's technical capabilities and supporting continuous
improvement in its manufacturing and quality control
processes.

and no amount was utilised during the year under review
towards any issue-related objects.

The Company continues to maintain the proceeds, if
any, raised in accordance with the applicable statutory

and regulatory requirements and shall utilise the same
strictly for the purposes for which such funds are raised.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Share¬
holders and Public falling within the ambit of Section 73
of the Companies Act, 2013 and rules made there under.
Hence, the directives issued by the Reserve Bank of India
& the Provision of Section 73 to 76 of the Company Act,
2013 or any other relevant provisions of the Act and the
Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVEST¬
MENTS & SECURITY

Details of Loans, Guarantees, Investments and Security
covered under the provisions of Section 186 of the Com¬
panies Act, 2013 are given in the notes to the Financial
Statement.

During the financial year under review, the Company had
liquidated all its investments in mutual funds. The Com¬
pany had not made any inter-corporate loan, investment,
guarantee or security during the financial year ended
March 31, 2026, except for short-term financial assis¬
tance extended to employees, which did not fall within
the scope of inter-corporate loans under Section 186 of
the Companies Act, 2013.

LOAN FROM DIRECTORS:

During the financial year under review, the Company did
not accept or avail any fresh loans or advances from its
Directors. The Company has, however, repaid the out¬
standing loans previously received from its Directors in
full during the year. Accordingly, there was no outstand¬
ing amount payable to the Directors towards such loans
as at March 31, 2026.

DEBENTURES:

As on March 31, 2026, the Company does not have any
debentures.

CREDIT RATING:

The Company has not availed any rating.

RELATED PARTIES TRANSACTION

There are no materially significant Related Party Trans¬
actions made by the Company with Promoters, Directors,
and Key Managerial Personnel which may have a poten¬
tial conflict with the interests of the Company at large.
All Related Party Transactions shall be placed before the
Audit Committee and the Board for approval, if required.
Prior omnibus approval of the Audit Committee shall be
obtained for the transactions which are of a foreseen and
repetitive in nature.

All Related Party Transactions entered into during the

financial year were on an arm's length basis and were
in the ordinary course of business. Your Company had
not entered into any transactions with the related parties
which could be considered material in terms of Section
188 of the Companies Act, 2013. Particulars of contracts
or arrangements with related parties referred to in Sec¬
tion 188(1) of the Companies Act, 2013, in the prescribed
Form AOC-2 is annexed to this Report as Annexure - B.

There was no contracts, arrangements or transactions
which was not executed in ordinary course of business
and/or at arm's length basis.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each Executive Director
to the median remuneration of employees, as required
under Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Re¬
muneration of Managerial Personnel) Rules, 2014, is
provided in Annexure - C forming part of this Report.

The statement containing the particulars of employees
and the details of the top ten employees in terms of re¬
muneration drawn, as required under Section 197(12)
of the Act read with Rule 5(2) and Rule 5(3) of the said
Rules, is provided in a separate annexure forming part of
this Report.

In accordance with Section 136 of the Companies Act,
2013, the aforesaid annexure is not being circulated along
with the Annual Report and is available for inspection in
electronic form. Members interested in obtaining a copy
of the said annexure may write to the Company Secretary
at cs@devsongroup.com, and the same shall be provided
in accordance with the applicable provisions of the Act.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The company doesn't have any Subsidiaries, Joint Ven¬
ture and Associate Company as on the closure of finan¬
cial year.

DETAILS OF THE DESIGNATED OFFICER:

Ms. Zalak Ankitkumar Shah, Company Secretary & Com¬
pliance officer of the company is acting as Designated
Officer under Rule (9) (5) of the Companies (Management
and Administration) Rules, 2014.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is https://
devsongroup.com/content/AnnuaReturn2025-26.pdf

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to fostering a safe, respect¬
ful and inclusive workplace environment and has con¬
stituted an Internal Complaints Committee (ICC) for the
prevention and redressal of complaints relating to sexual

harassment at the workplace. The Company has imple¬
mented appropriate measures to ensure that complaints
are handled with due confidentiality, sensitivity and with¬
out any form of retaliation against the complainant.

The Company follows a gender-neutral approach in deal¬
ing with complaints of sexual harassment and is com¬
mitted to complying with the applicable provisions of the
law relating to prevention of sexual harassment at the
workplace.

During the financial year 2025-26, the Company did not
receive any complaint of sexual harassment. According¬
ly, the number of complaints received, disposed of and
pending as at March 31, 2026 was Nil.

MATERNITY BENEFIT:

The Company has complied with the provisions related to
the Maternity Benefit Act, 1961.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL
STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to 'Meetings of the Board of Directors' and 'Gen¬
eral Meetings', respectively, have been duly complied by
your Company.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments
for the likely impact affecting financial position between
end of the financial year and the date of the report except
as below;

Subsequent to the close of the financial year, the Compa¬
ny successfully completed its Initial Public Offer (“IPO")
through the Book Building Process. The Offer comprised

35.88.000 Equity Shares of face value of U10 each at an
Offer Price of U118 per Equity Share, aggregating to
?4,233.84 Lakhs, comprising a Fresh Issue of 33,38,000
Equity Shares aggregating to ^3,938.84 Lakhs and an
Offer for Sale of 2,50,000 Equity Shares aggregating to
?295.00 Lakhs by the Selling Shareholders.

The IPO received participation from investors across the
eligible categories and was successfully completed in ac¬
cordance with the applicable provisions of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations,
2018 and other applicable regulatory requirements. Pur¬
suant to the finalisation of the Basis of Allotment, the
Company allotted 33,38,000 Equity Shares pursuant to
the Fresh Issue on July 14, 2026 to the successful ap¬
plicants. Consequently, the issued, subscribed and paid-
up equity share capital of the Company increased from

1.02.50.000 Equity Shares to 1,35,88,000 Equity Shares of
? 10 each.

The Equity Shares of the Company were thereafter list¬
ed and admitted to dealings on the SME Platform of

BSE Limited (“BSE SME") with effect from July 16, 2026,
marking an important milestone in the Company's corpo¬
rate journey and transition into a listed entity. The Com¬
pany had received the in-principle approval from BSE for
listing of its Equity Shares on the SME Platform.

The successful completion of the IPO and listing rep¬
resents a significant milestone for the Company and
provides the Company with greater visibility, enhanced
access to capital markets and a broader shareholder
base. The Board places on record its appreciation for the
confidence and support extended by the investors, share¬
holders, employees, advisors, intermediaries and other
stakeholders who contributed to the successful comple¬
tion of the IPO and listing process. The Company remains
committed to leveraging this milestone to pursue its
growth plans, strengthen its operations and create sus¬
tainable long-term value for all its stakeholders.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

DISCLOSURE OF LARGE CORPORATE ENTITY

The Board of Directors of the Company hereby confirm
that the Company is not a Large Corporate entity in terms
of Regulation 50B of SEBI (Issue and Listing of Non-Con¬
vertible Securities) Regulations, 2021 (NCS Regulations).

PROCEEDINGS INITIATED/PENDING AGAINST YOUR
COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

There are no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code,
2016 which materially impact the Business of the Com¬
pany.

INSURANCE

The assets of your Company have been adequately in¬
sured.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Pre¬
vention of Insider Trading in accordance with the applica¬
ble provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015, with the objective of regulating and
monitoring trading in the securities of the Company by
its Directors, Designated Persons and other persons cov¬
ered under the Code.

The Code establishes a framework for handling Unpub¬
lished Price Sensitive Information (UPSI) and prescribes
appropriate restrictions and procedures for trading in
the securities of the Company. It, inter alia, requires ob¬
taining pre-clearance for dealing in the securities of the

Company, wherever applicable, and prohibits trading by
Directors and Designated Persons while in possession of
UPSI and during the period when the Trading Window is
closed.

The Code also provides for appropriate controls and
mechanisms to ensure compliance with applicable insid¬
er trading regulations. The Board of Directors, through
the designated compliance framework, is responsible
for overseeing the implementation and monitoring of the
Code and ensuring adherence to the applicable regulato¬
ry requirements.

RISK MANAGEMENT

The Company has established a well-defined Risk Man¬
agement framework to identify, assess, monitor and mit¬
igate various business and operational risks that may
impact its objectives and performance. The framework
encompasses risk mapping, trend analysis, assessment
of risk exposure and potential impact, and formulation of
appropriate risk mitigation measures.

The risk management process is based on assessing
the probability of occurrence and the potential impact of
identified risks, enabling the Company to prioritise risks
and undertake timely preventive and corrective mea¬
sures. A comprehensive exercise is undertaken periodi¬
cally to identify, evaluate, monitor and manage both busi¬
ness and non-business risks, with a focus on minimising
their potential adverse impact and ensuring business
continuity.

The Company remains committed to continuously
strengthening its risk management practices and taking
proactive measures to address emerging risks and pro¬
tect the interests of its stakeholders.

MAINTENANCE OF COST RECORDS

In terms of the provisions of Section 148 of the Compa¬
nies Act, 2013, read with the Companies (Cost Records
and Audit) Rules, 2014, the Company is required to main¬
tain the prescribed cost records in respect of its appli¬
cable activities. However, the provisions relating to cost
audit are not applicable to the Company for the financial
year under review. Accordingly, the Company has main¬
tained the requisite cost records and no cost auditor was
required to be appointed for the financial year 2025-26.

STATUTORY AUDITOR AND THEIR REPORT

During the financial year under review, there were cer¬
tain changes in the office of the Statutory Auditors of the
Company, as detailed below.

M/s. P.B. Nandola & Associates, Chartered Accountants
(Firm Registration No. 130507W), who were the Statutory
Auditors of the Company, resigned from office with effect
from June 10, 2025, due to their preoccupation with other

assignments. Consequently, M/s. O.M.M.S & Associates,
Chartered Accountants (Firm Registration No. 135149W),
were appointed by the Board on June 24, 2025, to fill the
casual vacancy arising from the resignation of the pre¬
vious Statutory Auditors. Their appointment was made
for a period of five years, subject to the approval of the
Members.

Subsequently, M/s. O.M.M.S & Associates, Chartered Ac¬
countants resigned from office with effect from August
07, 2025, due to non-alignment of their appointment
tenure with the applicable statutory requirements. Ac¬
cordingly, to fill the casual vacancy arising from their
resignation, the Board again appointed M/s. O.M.M.S &
Associates, Chartered Accountants again on August 21,
2025, in accordance with the applicable provisions of the
Companies Act, 2013.

Thereafter, the Members of the Company, at their An¬
nual General Meeting held on September 30, 2025, ap¬
proved the appointment of M/s. O.M.M.S & Associates,
Chartered Accountants, as the Statutory Auditors of the
Company for a term of five consecutive years commenc¬
ing from the financial year 2025-26 and continuing up to
the conclusion of the Annual General Meeting to be held
for the financial year 2029-30.

The aforesaid changes in the office of the Statutory Au¬
ditors were made in accordance with the applicable pro¬
visions of the Companies Act, 2013 and the rules made
thereunder, and the Company has completed the requi¬
site statutory compliances and filings in this regard.

The Notes to the financial statements referred in the Au¬
ditors Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Compa¬
nies Act, 2013. The Auditors' Report does not contain any
qualification, reservation or adverse remark. The Audi¬
tors' Report is enclosed with the financial statements in
this Annual Report.

SECRETARIAL AUDITOR AND THIEIR REPORT

In view of the Company's proposed Initial Public Offer
and with a view to strengthening its corporate gover¬
nance and statutory compliance framework, the Compa¬
ny voluntarily undertook a Secretarial Audit during the
financial year under review. Accordingly, the Secretarial
Audit was conducted by M/s. ALAP & Co. LLP, Practicing
Company Secretaries.

The Secretarial Auditor has made two observations re¬
lating to (i) the non-alignment of the tenure of the Stat¬
utory Auditor appointed to fill a casual vacancy with the
applicable statutory requirements; and [ii) certain histor¬
ical discrepancies in statutory filings with the ROC for FY
2014-15 to FY 2021-22.

The Management acknowledges the observations and
has taken appropriate corrective measures. The Com-

pany accepted the resignation of M/s. O.M.M.S & As¬
sociates, Chartered Accountants (Firm Registration
No. 135149W), and subsequently re-appointed them in
accordance with the applicable provisions of the Com¬
panies Act, 2013. Further, the historical filing discrep¬
ancies were addressed through appropriate corrective
measures, including voluntary disclosure in Form GNL-
2, which has been approved and taken on record by the
ROC. The Company has also strengthened its compliance
and review mechanisms to ensure adherence to applica¬
ble statutory requirements and minimise recurrence of
such matters.

The Company has not been subjected to any penalty or
fine in respect of these matters as on the date of this Re¬
port.

The Secretarial Audit Report for the financial year 2025¬
26 is annexed to this report as an Annexure - D. The Sec¬
retarial Auditors' Report does not contain any qualifica¬
tion, reservation or adverse remark.

INTERNAL AUDITORS AND REPORT

Pursuant to the provisions of Section 138 of the Com¬
panies Act, 2013, read with the applicable rules made
thereunder, and consequent upon the listing of the equity
shares of the Company, the Company has appointed Mr.
Girdharbhai Natvarbhai Keraliya, as the Internal Auditor
of the Company for the financial year 2026-27.

The Internal Auditor shall conduct the internal audit of
the functions and activities of the Company and sub¬
mit periodic reports to the management and the Audit
Committee, as applicable. The internal audit process is
intended to assist the Company in strengthening its in¬
ternal controls, risk management, operational efficiency
and compliance framework. The scope and frequency of
the internal audit shall be determined in accordance with
the applicable provisions of the Companies Act, 2013 and
the requirements of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business
outlook of your management for your company for cur¬
rent year and for the industry in which it operates includ¬
ing its position and perceived trends in near future. The
Management Discussion and Analysis Report as stipulat¬
ed under Schedule V of the SEBI [Listing Obligations &
Disclosure Requirements) Regulations, 2015 is attached
and forms part of this Directors Report.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate
standards for corporate governance. The Company has
been listed on SME Emerge Platform of NSE and pur¬
suant to Regulation 15(2) of SEBI [Listing Obligations
and Disclosure Requirements) Regulations, 2015 the

Company is not required to mandatorily comply with the
corporate governance provisions as specified in Regula¬
tion 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
Regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence, the Corporate Gover¬
nance Report does not form part of this Annual Report.
Although few of the information are provided in this re¬
port of Directors under relevant heading.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015,
the Company has maintained a functional website name¬
ly “www.devsongroup.com" containing basic information
about the Company. The website of the Company is also
containing information like Policies, Shareholding Pat¬
tern, Financial Results and information of the designated
officials of the Company who are responsible for assist¬
ing and handling investor grievances for the benefit of all
stakeholders of the Company, etc.

NFRA - TCWG

The National Financial Reporting Authority (NFRA) vide
circular dated January 07, 2026 provided all Listed en¬
tities, under NFRA Rules, 2018, and Auditors of the said
Companies to setup an Effective Communication Be¬
tween Statutory Auditors and Those Charged with Gov¬
ernance (TCWG), Including Audit Committees. The Circu¬
lar emphasizes the importance of timely and structured
communication throughout the audit cycle to strengthen
governance oversight and enhance audit quality.

The Charter for the TCWG will establish a formal, docu¬
mented framework for two way, timely, written and ap¬
propriately communication between the Statutory Audi¬
tors and TCWG, including the Audit Committee and the
Board, in accordance with the Companies Act, 2013, the
Standards on Auditing SA 260 (Revised) and SA 265 as
reiterated by above NFRA Circular.

CYBER SECURITY

During the year under review, your Company did not face
any incidents or breaches or loss of data breaches in Cy¬
ber Security.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain healthy and har¬
monious industrial relations across its operations. The
Company periodically reviews and strengthens its Hu¬
man Resource policies and procedures with the objec¬
tive of fostering a positive work environment, enhanc¬
ing employee welfare and motivation, and encouraging
greater employee engagement with the organisational
objectives.

The Company has established appropriate systems and
processes for timely redressal of employee grievanc-

es and provides opportunities for employees to develop
their professional capabilities and personal skills. The
Company remains committed to creating an inclusive
and supportive workplace that promotes employee sat¬
isfaction, engagement and productivity.

The dedicated efforts and active support of the employ¬
ees also played an important role in the successful tran¬
sition of the Company into a listed entity. The collective
contribution, commitment and cooperation of employ¬
ees across various functions supported the Company in
meeting the operational, compliance and other require¬
ments associated with the listing process. The Company
appreciates the continued dedication and contribution of
its employees and believes that their commitment will
remain a key driver of its growth and success.

These initiatives, together with the continued support
and cooperation of employees, have contributed to main¬
taining cordial employee relations, a positive work envi¬
ronment and a strong foundation for the Company's fu¬
ture growth..

GENERAL DISCLOSURE

Your Directors state that the Company has made disclo¬
sures in this report for the items prescribed in section
134 (3) of the Act and Rule 8 of The Companies (Accounts)
Rules, 2014 and other applicable provisions of the act
and listing regulations, to the extent the transactions
took place on those items during the year.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere ap¬
preciation for significant contributions made by the em¬
ployees at all levels through their dedication, hard work
and commitment, enabling the Company to achieve good
performance during the year under review.

Your Directors also take this opportunity to place on re¬
cord the valuable co-operation and support extended
by the banks, government, business associates and the
shareholders for their continued confidence reposed in
the Company and look forward to having the same sup¬
port in all future endeavors.

Registered office: By order of the Board of Directors

Plot No 213 To 218, and 233 To 237, Phase For, DEVSON CATALYST LIMITED

N, ^Ambawadi, ^GIDC, ^Wadhwancity, ^Suren- CIN: U20119GJ2004PLC044722

dra Nagar, Wadhwancity, Gujarat, India,

36303.

Place : Wadhwan, Surendra Nagar Sd/- Sd/-

D_at_{e :} A_ug_ust 29 2026 Patel Savan Prahladbhai Prahladbhai Devjibhai Shiyaniya

Managing Director Whole time director & chairman

DIN:07346200 DIN:02519635