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DEV INFORMATION TECHNOLOGY LIMITED Capital/Financing Update 2023

Jun 16, 2023

59295_rns_2023-06-16_c9488a5d-c4c4-4aea-8875-0660d081b49e.pdf

Capital/Financing Update

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Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53

www.devitpl.com | [email protected]

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

Date: June 16, 2023

To, National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No: C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051. Scrip Symbol: DEVIT

BSE Limited

Phiroze Jejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 543462

Dear Sir/Madam,

  • Sub: Outcome of the meeting of the Board of Directors of Dev Information Technology Limited (“Company”) held on Friday, June 16, 2023

  • Ref. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”)

Further to our letter dated Tuesday, June 13, 2023 and in accordance with provisions of Regulation 30 read with Schedule III of the SEBI LODR Regulations, we would like to inform you that the Board of Directors of the Company at its meeting held today i.e., Friday, June 16, 2023, has inter-alia considered and approved the following matters:

1. Execution of the share purchase and subscription agreement (“SPSA")

The Board has approved the execution of the share purchase and subscription agreement (“SPSA”) amongst the Company, certain members of Promoters and Promoters Group (“Sellers”), members of the Promoters and Promoters Group (“Promoters and Promoters Group”) and LT1, Inc. (“Acquirer”) , in terms of which, (i) the Sellers have agreed to sell 86,98,885 (Eighty-Six Lakhs Ninety-Eight Thousand Eight Hundred and Eighty-Five) equity shares to the Acquirer, subject to the terms and conditions as set out in SPSA; and (ii) the Company will issue 57,24,907 (Fifty-Seven Lakhs Twenty-Four Thousand Nine Hundred and Seven) equity shares as provided in the SPSA to the Acquirer by way of a Preferential Allotment in accordance with the Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The transaction contemplated under the SPSA has also triggered an obligation on the Acquirer to make an open offer to the public shareholders of the Company in terms of Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Open Offer").

The Board of Directors of the Company at its meeting held on Friday, June 16, 2023, has authorised Jaimin Jagdishbhai Shah, Managing Director, Harshil Shah, Chief Financial Officer and Krisa Patel Company Secretary & Compliance Officer of the Company to sign on behalf of the Company to give effect to its obligations under SPSA.

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Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53 www.devitpl.com | [email protected]

Dev Information Technology Limited

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

The information in connection with the SPSA, pursuant to Regulation 30 of the SEBI LODR Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed as Annexure A .

  1. Increase in Authorised Share Capital of the Company and Alteration of Capital Clause of Memorandum of Association of the Company

The Board has approved the increase in the Authorised Share Capital of the Company from existing ₹12,00,00,000 (Rupees Twelve Crore Only) divided into 2,40,00,000 (Two Crore Forty Lakhs) equity shares of ₹5 (Rupees Five Only) each to ₹20,00,00,000 (Rupees Twenty Crore Only) divided into 4,00,00,000 (Rupees Four Crore Only) equity shares of ₹5 (Rupees Five Only) each, subject to the approval of the shareholders.

  1. Issuance and allotment of equity shares by way of preferential issue on private placement basis (“Preferential Issue”):

Subject to the approval of shareholders of the Company and in accordance with SPSA and such other regulatory/governmental authorities as may be required, the Board has approved to create, offer, issue and allot by way of a preferential issue of 57,24,907 (Fifty-Seven Lakhs Twenty-Four Thousand Nine Hundred and Seven) equity shares, at an issue price of ₹134.50 (Rupees One Hundred Thirty-Four and Paisa Fifty Only) per equity share of the face value of ₹5/- (Rupees Five only) each at an issue price as determined in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to LT1, Inc., company belonging to Non-Promoter Group category on a private placement basis on such terms and condition as may be determined by the Board.

The information in connection with the issuance of securities pursuant to Regulation 30 of the SEBI LODR Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015, is enclosed as Annexure B .

  1. The Board has fixed the Relevant Date, in terms of provisions of the SEBI ICDR Regulations for determining the floor price for the preferential issue i.e., Friday, June 16, 2023.

  2. The Board has approved the notice of the Extra Ordinary General Meeting for the approval of the shareholders.

  3. The Board has fixed Friday, June 16, 2023, as the Cut-Off date for the purpose of the dispatch of notice of Extra Ordinary General Meeting electronically, along with the details of e-voting to the Members.

  4. The Board has appointed M/s. Murtuza Mandorwala & Associates as Scrutinizer to conduct the voting process in a fair and transparent manner.

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Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53

www.devitpl.com | [email protected]

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

The meeting of the Board of Directors of the Company commenced at 6:30 p.m. and concluded at 09:15 p.m.

The Notice of Extra Ordinary General Meeting and other relevant documents shall be submitted in due course.

The Disclosures along with the enclosures shall be made available on the Company's website of the company at www.devitpl.com .

Kindly take the same on record of your esteemed Exchange and disseminate it on your website.

Thanking you,

Yours faithfully,

For Dev Information Technology Limited

Digitally signed by KRISA RUPALKUMAR PATEL KRISA DN: c=IN, o=Personal, postalCode=380052, st=Gujarat, 2.5.4.20=d1c0aba8e31c18d21102a1dc7b6f28e8284d97 36481ffbf9aac932a2e380bf46, pseudonym=DB51E9393700C673574239D33EDA5A6E RUPALKUMAR C04C6770, serialNumber=0D148FB642AD1A5177D6AC789F641CE 2A46A0172B9661A7716658794938A1AF0, cn=KRISA PATEL RUPALKUMAR PATEL Date: 2023.06.16 21:26:48 +05'30' Krisa R. Patel Company Secretary & Compliance Officer

Encl.: As above.

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Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53

www.devitpl.com | [email protected]

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

Annexure A

DISCLOSURE PURSUANT TO PARAGRAPH 2 OF PART A, SCHEDULE III OF THE SEBI LODR REGULATIONS READ WITH THE SEBI CIRCULAR CIR/CFD/CMD/4/2015 DATED SEPTEMBER 9, 2015.

Sr.
No.		 Particulars Details
1 Name(s) of parties with
whom the agreement is
entered.		 The parties to the share purchase and subscription agreement
(“SPSA”)are as follows:
(i) Dev Information Technology Limited(“Company”);
(ii) (“Sellers”)
a) Amisha Jayminbhai Shah
b) Jaimin Jagdishbhai Shah
c) Pranav Niranjan Pandya HUF
d) Kruti Pranav Pandya
e) Pratibhaben Mohanlal Desai
f) Aarti Prerak Shah
g) Prerak Pradyumna Shah
h) Sapna Vishal Vasu
i) Vishal Nagendra Vasu
j) Jayshreeben Jagdishbhai Shah
(iii) LT1, Inc(“Acquirer”)
(iv) (“Promoters and Promoters Group”)
a) Amisha Jayminbhai Shah
b) Jaimin Jagdishbhai Shah
c) Pranav Niranjan Pandya HUF
d) Kruti Pranav Pandya
e) Pratibhaben Mohanlal Desai
f) Aarti Prerak Shah
g) Prerak Pradyumna Shah
h) Pranav Niranjanbhai Pandya
i) Sapna Vishal Vasu
j) Vishal Nagendra Vasu
k) Jayshreeben Jagdishbhai Shah
l) Jaimin Jagdishbhai Shah HUF
m) Vishal Vasu HUF
n) Rakhi Jagadishbhai Shah
o) Jagadishbhai Chinubhai Shah
p) Meeta Hemant Shah

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Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53

www.devitpl.com | [email protected]

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

(together referred to as “Parties”)
2 Purpose of entering into the
agreement.		 The SPSA has been entered into by the Parties for recording the
terms and conditions pursuant to the following transactions:
(i) the Sellers have agreed to sell 86,98,885 (Eighty-Six Lakhs
Ninety-Eight Thousand Eight Hundred and Eighty-Five)
equity shares(“Sale Shares”)to the Acquirer, subject to the
terms and conditions as set out in SPSA.
(ii) the Company will issue 57,24,907 (Fifty-Seven Lakhs
Twenty-Four Thousand Nine Hundred and Seven) equity
shares as provided in the SPSA to the Acquirer by way of a
Preferential Allotment in accordance with the Chapter V of
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
3 Shareholding, if any, in the
entity
with
whom
the
agreement is executed.		 Nil
4 Significant terms of the
agreement (in brief) special
rights like right to appoint
directors, first right to share
subscription
in
case
of
issuance of shares, right to
restrict any change in capital
structure etc.		 The Preferential Allotment and sale and purchase of Sale Shares
under the SPSA are subject to fulfilment of certain Conditions
Precedents as provided therein and such regulatory/government
approvals as may be required.
The Acquirer is seeking to acquire at least 51% (Fifty One percent)
of the paid-up equity share capital of the Company through a
combination of (i) Preferential Allotment, (ii) secondary
acquisition from the Sellers in terms of SPSA dated Friday, June
16, 2023 entered amongst the Parties; and (iii) acquisition of equity
shares in the Open Offer.
In terms of the SPSA, the Acquirer shall be classified as one of the
Promoters of the Company in accordance with applicable laws.
The Promoter and other members of the Promoters and Promoters
group will continue to be classified as 'promoter and promoter
group' of the Company.
The Board will comprise of minimum 5 (Five) non-independent
directors (apart from other independent directors as may be
required to be appointed as per the Applicable Law). Out of the 5
(Five) non-independent directors, 4 (Four) non-independent
directors shall be nominated by Sellers(“Seller Directors”)and 1
(One) non-independent director shall be nominated by the
Acquirer(“Investor Directors”). Board will decide to appoint
managing director / whole time director from time to time as per
terms decided by Board in accordance with Applicable Law.
Further, the Acquirer would have right to appoint observers up to
2(Two) persons.The Sellers andAcquirers shall mutually agree

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Managed IT | Services

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Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53

www.devitpl.com | [email protected]

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

upon and appoint such number of independent directors as may be
required as per the Applicable Law. The Acquirer and Sellers may
at any time change the composition of board as per their mutual
agreement subject toApplicableLaw.
5 Whether, the said parties are
related to promoter/promoter
group/ group companies in
any manner. If yes, nature of
relationship		 The Acquirer is not related to the promoter/ promoter group/ group
companies in any manner.
Pursuant to the acquisition of equity shares of the Company by the
Acquirer in terms of the SPSA, the Acquirer will be one of the
Promoters of the Company in accordance with the applicable law.
The Sellers and Promoters and Promoters Group are members of
the promotergroup ofthe Company.
6 Whether
the
transaction
would fall within related
party transactions? If yes,
whether the same is done at
“arm’slength”?		 This transaction is not a related party transactions.
7 In case of issuance of shares
to the parties, details of issue
price, class of shares issued.		 Issuance of 57,24,907 (Fifty-Seven Lakhs Twenty-Four Thousand
Nine-Hundred and Seven) equity shares of face value ₹5/- (Rupees
Five Only) each, at an issue price of ₹134.50 (Rupees One
Hundred Thirty-Four and Paisa Fifty Only) (including a premium
of ₹129.50 (Rupees One Hundred Twenty-Nine and Paisa Fifty
Only) per equity share aggregating to ₹77,00,00,000/- (Rupees
Seventy-SevenCrore Only) by way of Preferential Allotment.
8 Any other disclosures related
to such agreements, viz.,
details of nominee on the
board of directors of the
listed
entity,
potential
conflict of interest arising out
ofsuchagreements, etc.		 Not Applicable
9 In case of termination or
amendment of agreement,
listed entity shall disclose
additional details to the stock
exchange(s):
(a) name of parties to the
agreement
(b) nature of the agreement
(c) date of execution of the
agreement
(d) details of amendment and
impact thereof or reasons
of
termination
and
impact thereof.		 Not Applicable

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Cloud Services

Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53

www.devitpl.com | [email protected]

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

Annexure-B

DISCLOSURE PURSUANT TO PARAGRAPH 2 OF PART A, SCHEDULE III OF THE SEBI LODR REGULATIONS READ WITH THE SEBI CIRCULAR CIR/CFD/CMD/4/2015 DATED SEPTEMBER 9, 2015.

Sr.
No.		 Particulars Disclosure Disclosure Disclosure Disclosure Disclosure Disclosure
1. Types of securities
proposed to be
issued		 Equity Shares of face value of ₹5/- (Rupees Five Only) each
2. Type of issuance Preferential issue of equity shares in accordance with the provisions of the
Companies Act, 2013 and the rules made thereunder and provisions of
Chapter V of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and other applicable laws.
3. Total number of
securities
proposed to be
issued or the total
amount for which
the securities will
be
issued
(approximately)		 57,24,907 (Fifty-Seven Lakhs Twenty-Four Thousand Nine Hundred and
Seven) equity shares of face value ₹5/- (Rupees Five Only) each, at an issue
price of ₹ 134.50 (Rupees One Hundred Thirty-Four and Paisa Fifty Only)
(including a premium of ₹129.50 (Rupees One Hundred Twenty-Nine and
Paisa Fifty Only) per equity share aggregating to ₹77,00,00,000 (Rupees
Seventy-Seven Crore Only)
4. Details to be furnished in case of preferential issue
a. Name of the
investors		 LT1, Inc.
b. Post allotment
of
securities
outcome
of
the
subscription,
issue
price
/allotted price
(in
case
of
convertibles),
number
of
investors		 Outcome of allotment:
Investor Pre-Issue shareholding Post-issue shareholding
Post
allotment
of
equity
shares*
No. % No. %
LT1,Inc. Nil - 57,24,907 20.55%

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Cloud Services

Managed IT Digital Enterprise Business Mobile Services | Transformation | Applications | Applications | Applications

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Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad - 380 059. (INDIA) Phone: +91 94298 99852 / 53

www.devitpl.com | [email protected]

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Offices: Gujarat | Maharashtra | Rajasthan | Canada CIN: L30000GJ1997PLC033479

Sr.
No.		 Particulars Disclosure
In
case
of
convertibles
-
intimation
on
conversion
of
securities or on
lapse of the tenure
of the instrument		 Not Applicable
5. Any cancellation
or termination of
proposal
for
issuance
of
securities
Including reasons
thereof		 Not Applicable

Thanking You,

For Dev Information Technology Limited

Digitally signed by KRISA RUPALKUMAR PATEL KRISA DN: c=IN, o=Personal, postalCode=380052, st=Gujarat, 2.5.4.20=d1c0aba8e31c18d21102a1dc7b6f28e8284d97 36481ffbf9aac932a2e380bf46, pseudonym=DB51E9393700C673574239D33EDA5A6E RUPALKUMAR C04C6770, serialNumber=0D148FB642AD1A5177D6AC789F641CE 2A46A0172B9661A7716658794938A1AF0, cn=KRISA PATEL RUPALKUMAR PATEL Date: 2023.06.16 21:27:44 +05'30' Krisa R. Patel Company Secretary & Compliance Officer

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