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Dev Information Technology Ltd.

BSE: 538417 Sector: IT
NSE: DEVIT ISIN Code: INE060X01018
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Dev Information Technology Ltd. (DEVIT) - Director Report

Company director report

To

The Members

DEV INFORMATION TECHNOLOGY LIMITED

Your directors are pleased to present the 20th Annual Report of your companytogether with the Audited Statement of Accounts and the Auditor's Report of your companyfor the financial year ended 31st March 2017. The summarized financialresults for the year ended on 31st March 2017 is as under:

FINANCIAL RESULTS:

The working results of the company for the year ended are as follows:

Standalone

Consolidated

Particulars 2016-17 2015-16

2016-17

2015-16
Net Total Income 568622353 454084055

644255688

479330903
Less: Operation and Admin Expenses 502366491 263291184

575879500

427054389
Profit before depreciation and Taxes 66255862 51826765

68376188

52276514
Less: Depreciation 7501438 5615924

7501438

5615924
Add: Extraordinary/ Exceptional Items
Profit before interest and tax(PBIT) 58754424 46210841

60874750

46660590
Less: Interest 15398728 14668977

16258806

14668977
Profit before Tax (PBT) 43355696 31541864

44615945

31991613
Less: Taxes (including deferred tax and fringe benefit tax) 14351268 12602298

14754208

14734600
Profit after Tax (PAT) 29004428 20144161

29861737

20593911
Balance brought forward from previous period 0

0

0 0
Less: Adjustment of opening liability in respect of employees benefits in accordance with AS-15 0 0 0
Net profit carried to Balance Sheet 29004428 29861737

PERFORMANCE OF YOUR COMPANY:

Consolidated Financial Result:

The audited consolidated financial statement of your company as on 31st March 2017prepared in accordance with the Generally Accepted Accounting Principles in Indiarelevant applicable regulation 33 of SEBI (LODR) Regulation 2015 and provision ofCompanies Act 2013 Forms part of this Annual report.

The Key Aspect of your company consolidated financial performance during the financialyear 2016-17 are as follows:

Operational Highlights: The consolidated revenue of the company from Sales is Rs.644255688/-as compared to Rs. 479330903/- in the previous year.

Financial highlights: The consolidated profit of the company is Rs. 29016373/- ascompared to Rs. 20593911/- in the previous year.

Standalone Financial Highlights:

Operational Highlights: The standalone revenue of the company from Sales is Rs.568622353-as compared to Rs. 454084055/- in the previous year.

Financial highlights: The standalone profit of the company is Rs. 28159064/- ascompared to Rs. 20144161/- in the previous year.

CAPITALSTRUCTURE:

The Authorised Share Capital of the Company as on March 31 2017 was Rs 60000000/-(Rupees six crore) divided into 6000000 (Sixty lakhs) equity shares of Rs 10 each.

During the financial year 2016-17 an Extra ordinary general meeting was held onFebruary 06 2017 and the Authorised Share Capital was increased from Rs. 7500000/-(Rupees Seventy Five Lakhs only) divided into 750000 (Seven Lakh Fifty Thousand) equityshares of Rs. 10/- (Rupees Ten) each to 60000000/- (Rupees Six Crores only) dividedinto 6000000 (Sixty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each by creation of5250000 (Fifty Two lakhs fifty thousand) equity shares of Rs. 10/- ( Rupees Ten) eachand shall rank pari- passu in all respect of the existing Equity Shares of the Company.

Duringthe Financial year the paid up share capital of the Company has increased from5000000 (Rupees Fifty Lacs) divided into 500000 (Five Lacs) equity shares of Rs. 10each to Rs 40325000 (Rupees Four Crore Three Lacs Twenty Five Thousand) divided into4032500 (Fourty Lacs Thirty Two Thousand Five Hundred) equity shares of Rs 10 each inthree tranches

• Firstly The increase in capital was due to issue of 250000 Equity shares on 30thApril 2016 as a Bonus Shares in the ratio of 1:2 (i.e. One bonus share for every Twoshares held as on the record date 25th February 2016) as approved by themember in EGM dated 25th February 2016

• Secondly The increase in shares was due to issue of 56500 Equity Shares on 27thFebruary 2017 as a Private Placement as approved by the member in EGM dated 21stFebruary 2017.

• Thirdly The increase in capital was due to issue of 3226000 Equity shares on03rd March 2017 as a Bonus Shares in the ratio of 4:1 (i.e. Four bonus sharefor every Two shares held as on the record date 03rd March 2017) as approvedby the member in EGM dated 03rd March 2017

DIVIDEND:

Your Director have recommended final dividend @5% (i.e. Rs. 0.50 per equity shares) ofRs. 10/- each on the equity shares out of the profit of the company for the financial year2016-17. The said dividend if approved by the shareholders would involve a cash outflowof Rs. 3322154.09/- including Tax there on.

DEPOSIT:

During the year under review your company has not accepted any deposits pursuant to theprovisions of Section 73 to 76 of the Companies Act 2013.

CHANGES IN NATURE OF BUSINESS:

There is no significant change made in the nature of the company during the financialyear.

NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES:

At the end of the financial year under review none of the Company have become orceased to be subsidiaries joint ventures or associate Companies.

PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

A report on the performance and financial position of our one subsidiary company as perthe Companies Act 2013 in the prescribed Form AOC-1 is annexed to ConsolidatedFinancial Statements and hence not repeated here for the sake of brevity. The briefdetails of the activities carried our Subsidiary Company is provided below.

Dev Info-Tech North America Limited (CANADA):

Dev Info-Tech North America Limited was incorporated to increase focus on Foreignmarkets with local presence.

Dev Info tech is engaged in the business of providing a range of Information Technology("IT") solutions. It provides various information technology and consultancyservices including enterprise solutions e- governance solutions ERP and CRMImplementation IT - infrastructure services website development web hosting solutionsand licensing solutions. Also it is into custom software development with well- definedprocesses to support our clients and partners in -web portals web & mobileapplications responsive websites their SEO & Social Media Marketing as well asMicrosoft Dynamics ERP and CRM. In addition to above we also provide end-to-end ITservices with strong managed IT team to monitor.

As per section 129 of the Companies Act 2013 your Company has placed ConsolidatedFinancial Accounts before the members for its approval. Since the Consolidated FinancialAccounts are being approved by the Members your Company has not attached the individualAnnual Report of each of the Subsidiary Company with this Annual Report. However yourCompany will make available the Annual Accounts of the Subsidiary Companies and therelated detailed information to any Members of the Company who may be interested inobtaining the same and will also be kept open for inspection at the Registered Office ofyour Company and that of the respective Subsidiary Company.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

RELATED PARTY TRANSACTIONS:

All contracts/transactions entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis.

No material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions fortransactions which are of repetitive nature and entered in the ordinary course of businessand are at arm's length. All Related Party Transactions are subjected to independentreview by a reputed accounting firm to establish compliance with the requirements ofRelated Party Transactions under the Act and SEBI LODR Regulations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013 during the Financial Year 2016-17.

TRANSFER TO RESERVES:

The Company has transferred current year's profit of Rs. 455.37 (Rs in Lakh) to theReserve & Surplus and the same is in compliance with the applicable provisionsprescribed under the Companies Act 2013.

DIRECTORS & KEY MANAGERIAL PERSONAL:

I. Retire by Rotation- Mr. Prerak P. Shah

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Prerak P. Shah Executive Director (DIN: 02805369) of thecompany is liable to retire by rotation in the fourth coming Annual General Meeting andbeing eligible he offer himself for re-appointment.

II. Retire by Rotation- Mr. Vishal N. Vasu

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Vishal N. Vasu Executive Director (DIN: 02460597) of thecompany is liable to retire by rotation in the fourth coming Annual General Meeting andbeing eligible he offer himself for re-appointment.

III. Change in Designation Of existing Directors

During the Year under review the designation of director has been changed as follows:

• Mr. Jaiminbhai Jagdishbhai Shah has been designated as a Managing Director w.e.f21st February 2017

• Mr. Pranav Niranjanbhai Pandya has been designated as a Chairman and a WholeTime Director w.e.f 21st February 2017

• Mr. Vishal Nagendra Vasu has been designated as a Whole Time Director and ChiefTechnical officer w.e.f 21st February 2017

• Mr. Prerak Pradyumna Shah has been designated as a Whole Time Director w.e.f 21stFebruary 2017

IV. Appointment of Independent Director

During the year under review four Independent Director were appointed i.e Mr. AnandAnilbhai Patel Mr. Hiren Karsanbhai Patel Mrs. Rama Moondra (Women Director) and Mr.Venkata Rama Subba Rao Velamuri w.e.f 16th March 2017

V. Appointment of KMP

During the year under review Mr. Harshil Hemant Shah were appointed as the ChiefFinancial Officer w.e.f 21st February 2017 and Miss Krisa Rupalkumar patelwere appointed as the Company Secretary anda Compliance officer of the company w.e.f 1stMarch 2017

VI. Board Evaluation

In compliance with the provisions of the Companies Act 2013 the Board has carried outan annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its various Committee. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Declaration given by Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 is enclosed inthe "Annexure A".

MEETING OF BOARD OF DIRECTORS:

A. Number of Board Meetings in the year:

During the year 14 meetings of the Board of Director's were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date on which board Meetings were held Total Strength Of the Board No of Directors Present
1. 13th April 2016 4 4
2. 20th April 2016 4 4
3. 30th April 2016 4 3
4. 04th June 2016 4 4
5. 24th August 2016 4 4
6. 19th October 2016 4 4
7. 20th December 2016 4 4
8. 13th January 2017 4 4
9. 17th February 2017 4 4
10. 27th February 2017 4 2
11. 3rd March 2017 4 2
12. 10th March 2017 4 2
13. 16th March 2017 4 4
14. 24th March 2017 8 3

B. Attendance of Directors at Board meetings held in the previous year are as follows:

Directors Category

No. of Board Meeting

Note:
Held Attended
Mr. Jaimin Jagdishbhai Shah Promoter And Managing Director 14 11
Mr Pranav Niranjanbhai Pandya Promoter/Chairman and Whole-time director 14 14
MrVishal Nagendra Vasu Whole-time Director and ChiefTechnical Officer 14 12
Mr Prerak Pradyumna Shah Whole-time Director 14 09
Mr Venkata Rama Subba Rao Velamuri Independent Director 14 00
Mr Hiren Karsanbhai Patel Independent Director 14 00 Appointment made on 16th March
Mr Anand Anilbhai Patel Independent Director 14 00 2017
Ms. Rama Moondra Woman Independent Director 14 00

COMMITTEES:

There are three Committees constituted as per Companies Act 2013. They are:

1. Audit Committee:

Name of the Director Status in Committee Nature of Directorship
Ms. Rama Moondra Chairman Independent Non-Executive Director
Mr. Anand Anilbhai Patel Member Independent Non-Executive Director
Mr. Jaimin Jagdishbhai Shah Member Managing Director

2. Nomination and Remuneration Committee:

Name of the Director Status in Committee Nature of Directorship
Mrs. Rama Moondra Chairman Independent Non-Executive Director
Mr. Anand Anilbhai Patel Member Independent Non-Executive Director
Mr. Hiren Karsanbhai Patel Member Independent Non-Executive Director

3. Stakeholders Relationship Committee:

Name of the Director Status in Committee Nature of Directorship
Mrs. Rama Moondra Chairman Independent Non-Executive Director
Mr. Anand Anilbhai Patel Member Independent Non-Executive Director
Mr. Jaimin Jagdishbhai Shah Member Managing Director

^ Company Secretary Miss Krisa R Patel is the secretary of all the committees.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - B".

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3)(c) of the Companies Act 2013:

i. That in the preparation of the annual financial statements for the year endedMarch31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures ifany;

ii. That such accounting policies as mentioned in the Financial Statements as'Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2017 and of theprofit of the Company for the year ended on that date;

iii. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

vi. That proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

AUDITORS:

A. Statutory Auditors

In the 19th Annual General Meeting held on 30th September 2016M/s Chandulal M. Shah & Co. Chartered Accountants Ahmedabad having FRN: 101698W wasappointed as Statutory Auditors of the Company until the Conclusion of the Annual GeneralMeeting of the Company for the year ended 31.03.2021 subject to ratification ofre-appointment by the members at every Annual General Meeting.

Your Directors recommend the ratification of their appointment as Statutory Auditors ofthe Company till the conclusion of the next Annual General Meeting to be held in the year2018.

B. Auditors Report

The report of the Statutory Auditors along with Notes to Accounts is enclosed to thisreport. The observations made in the Auditors Report are self-explanatory and therefore donot call for any further comments.

C. Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/sMurtuza Mandorwala & Associates Practising Company Secretary Ahmedabad have beenappointed as a Secretarial Auditors of the Company. The report of the Secretarial Auditoris enclosed as "Annexure-C".

DISCLOSURE OF EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.However the Annual Report is being sent to the members excluding the said annexure. Interms of Section 136 of the Act the said annexure is open for inspection at theRegistered Office of your Company. Any member interested in obtaining a copy of the samemay write to the Company Secretary.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure-D".

CORPORATE GOVERNANCE:

Your Company believes that sound Corporate Governance is critical for enhancing andretaining stakeholder's trust and your Company always seeks to ensure that its performancegoals are met accordingly. The efforts of your Company are always focused on long termvalue creation. Inherent to such an objective is to continuously engage and deliver valueto all its stakeholders including members customers partners employees lenders and thesociety at large.

Details regarding Corporate Governance Report of the Company regarding Compliance ofthe Conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed herewith as "Annexure-E".

A certificate from M/S Murtuza Mandorwala & Associates Practising CompanySecretary Ahmedabad confirming compliance to the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is annexed to Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review is presented ina separate section forming part of the Annual Report and is annexed herewith as "AnnexureF".

VIGILMECHANISM:

The Company has constituted an audit committee therefore it is also mandatory for suchCommittee to operate the vigil mechanism and if any of the members of the committee havea conflict of interest in a given case they should rescue themselves and the others onthe committee would deal with the matter on hand to whom other directors and employeesmay report their concerns. It provides adequate safeguard against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee or the director nominated to play therole of audit committee as the case may be in exceptional cases. The existence of themechanism may be appropriately communicated within the organization. The details ofestablishment of Vigil mechanism shall be disclosed by the company in the website if any.

SEXUAL HARASSMENT:

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe atmosphere for every women employee at the workplace andmade the necessary policies for staff and secure environment for women employee.

POLICY ON CODE OF CONDUCT AND ETHICS:

As an organization your Company places a great importance in the way business isconducted and the way each employee performs his/her duties. Your Company encouragestransparency in all its operations responsibility for delivery of results accountabilityfor the outcomes of our actions participation in ethical business practices and beingresponsive to the needs of our people and society. Towards this end your Company has laiddown a Code of conduct applicable to all the employees of your Company and conductedvarious awareness sessions across the Company. The Code provides for the matters relatedto governance compliance ethics and other matters.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOUR COMPANY:

There are no material changes and commitments affecting the financial position of yourCompany which has occurred between end of financial year of the Company i.e. March 312017 and the date of Directors' Report i.e. 26th August 2017.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

During the year the total foreign exchange used was Rs. 938175/- and the totalforeign exchange earned was Rs. 70548126/-.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

APPRECIATION AND ACKNOWLEDGEMENT:

The Board wishes to place on record their sincere appreciation and acknowledge withgratitude the effort put in and co-operation extended by bankers shareholders employeesat all levels and all other associated persons bodies or agencies for their continuedsupport.

Place:-Ahmedabad FOR AND ON BEHALF OF BOARD OF DIRECTORS
DATE: - 26th August 2017 PRANAV N. PANDYA
(Chairman)
(DIN:00021744)

ANNEXURE TO DIRECTORS' REPORT: "ANNEXUREA"

DECLARATION BY INDEPENDENT DIRECTORS

1. HIREN KARSANBHAI PATEL:

To

The Board of Directors

Dev Information Technology Limited

14 Aryans Corporate Park

Nr. ShilajCrossing Thaltej

Ahmedabad Gujarat- 380059

India

Sub: Declaration of independence under sub- Section (6) of section 149;

I Hiren Karsanbhai Patel R/o Nima Farm Opp Ymca Club Sarkhej-G1 NagarRoad Ahmedabad 380054

Gujarat hereby certify that I will be appointed as an Independent Non ExecutiveDirector of Dev

Information Technology Limited having registered office at 14 Aryans Corporate ParkNr. Shilaj Crossing

Thaltej Ahmedabad Gujarat- 380059 and comply with all the criteria of independent nonexecutive

director as per applicable provisions of Companies Act 2013 I hereby certify that:

• I possess relevant expertise and experience to be an independent director in theCompany;

• I am not a promoter of the company or its holding subsidiary or associatecompany.

• I am not related to promoters or directors in the company its holdingsubsidiary or associate company.

• I have/ had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

• None of my relatives has or hold pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or suchhigher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

• Neitherme noranyof my relatives:

1. Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year;

2. Is or has been an employee of a proprietor or a partner in any of the threefinancial years immediately preceding the financial year of-

A. firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

B. Any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

3. Holds together with his relatives 2% or more of the total voting power of thecompany; or

4. Is a chief Executive or director by whatever name called of any nonprofitorganization that receives 25% more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplier service provider or customer or a lessor or lesseeof the company;

• I am not less than 21yearsofage.

Thanking you

Yours faithfully

(Hiren Karsanbhai Patel)

(DIN:00145149)

Date: April 4 2017

Place: Ahmedabad

2. Anand Anilbhai Patel:

To

The Board of Directors

Dev Information Technology Limited

14 Aaryans Corporate Park Nr. ShilajRailway Crossing

ThaltejAhmedabad Gujarat-380059 India

Sub: Declaration of independence under sub- Section (6) of section 149:

I Anand Anilbhai Patel R/o 3 Adarsh Society Highway Road Mehsana-384002 Gujarathereby certify that I will be appointed as an Independent Non Executive Director of DevInformation Technology Limited having registered office at 14 Aryans Corporate Park Nr.ShilajRailway Crossing Thaltej Ahmedabad Gujarat- 380059 and comply with all thecriteria of independent non executive director as per applicable provisions of CompaniesAct 2013 I hereby certify that:

• I possess relevant expertise and experience to be an independent director in theCompany;

• I am not a promoter of the company or its holding subsidiary or associatecompany.

• I am not related to promoters or directors in the company its holdingsubsidiary or associate company.

• I have/ had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

• None of my relatives has or hold pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or suchhigher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

• Neitherme noranyof my relatives:

1. Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year;

2. Is or has been an employee of a proprietor ora partner in any of the threefinancial years immediately preceding the financial year of-

A. firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

B. Any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

3. Holds together with his relatives 2% or more of the total voting power of thecompany; or

4. Is a chief Executive or director by whatever name called of any nonprofitorganization that receives 25% more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplier service provider or customer or a lessor or lesseeof the company;

• I am not less than 21yearsofage.

Thanking you

Yours faithfully

(Anand Anilbhai Patel)

(DIN:00002277)

Date: April 10 2017

Place: Mehsana

3. RAMAMOONDRA

To

The Board of Directors

Dev Information Technology Limited

14 Aaryans Corporate Park Nr. ShilajRailway Crossing

Thaltej Ahmedabad Gujarat-380059 India

Sub: Declaration of independence under sub- Section (6) of section 149:

I Rama Moondra R/o B-705 Nirman Complex Behind Navrangpura Post Office NavrangpuraAhmedabad-380009 Gujarat hereby certify that I will be appointed as an IndependentNon-Executive Director of Dev Information Technology Limited having registered office at14 Aryans Corporate Park Nr. Shilaj Railway Crossing Thaltej Ahmedabad Gujarat- 380059and comply with all the criteria of independent non-executive director as per applicableprovisions of Companies Act 2013 I hereby certify that:

• I possess relevant expertise and experience to be an independent director in theCompany;

• I am not a promoter of the company or its holding subsidiary or associatecompany.

• I am not related to promoters or directors in the company its holdingsubsidiary or associate company.

• I have/ had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

• None of my relatives has or hold pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or suchhigher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

• Neitherme noranyof my relatives:

1. Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year;

2. Is or has been an employee of a proprietor ora partner in any of the threefinancial years immediately preceding the financial year of-

A. firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

B. Any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

3. Holds together with his relatives 2% or more of the total voting power of thecompany; or

4. Is a chief Executive or director by whatever name called of any nonprofitorganization that receives 25% more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplier service provider or customer or a lessor or lesseeof the company;

• I am not less than 21yearsofage.

Thanking you

Yours faithfully

RAMA MOONDRA (DIN: 01764539)

Date: April 10 2017 Place: Ahmedabad

4. VENKATA RAMA SUBBA RAO VELAMURI To

The Board of Directors

Dev Information Technology Limited

14 Aaryans Corporate Park Nr. ShilajRailway Crossing

ThaltejAhmedabad Gujarat-380059 India

Sub: Declaration of independence under sub- Section (6) of section 149:

I Venkata Rama Subba Rao Velamuri R/o Ananya Plot No. 143 Sector 8Gandhinagar-382008India hereby certify that I will be appointed as an Independent Non Executive Director ofDev Information Technology Limited having registered office at 14 Aryans Corporate ParkNr. ShilajRailway Crossing Thaltej Ahmedabad Gujarat- 380059 and comply with all thecriteria of independent non executive director as per applicable provisions of CompaniesAct 2013 I hereby certify that:

• I possess relevant expertise and experience to be an independent director in theCompany;

• I am not a promoter of the company or its holding subsidiary or associatecompany.

• I am not related to promoters or directors in the company its holdingsubsidiary or associate company.

• I have/ had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

• None of my relatives has or hold pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or suchhigher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

• Neitherme noranyof my relatives:

1. Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year;

2. Is or has been an employee of a proprietor or a partner in any of the threefinancial years immediately preceding the financial year of-

A. firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

B. Any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

3. Holds together with his relatives 2% or more of the total voting power of thecompany; or

4. Is a chief Executive or director by whatever name called of any nonprofitorganization that receives 25% more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplier service provider or customer or a lessor or lesseeof the company;

• I am not less than 21yearsofage.

Thanking you

Yours faithfully

VENKATA RAMA SUBBA RAO VELAMURI (DIN: 06502798)

Date: 10th April 2017 Place: Gandhinagar