DEV INFORMATION TECHNOLOGY LIMITED — Proxy Solicitation & Information Statement 2021

Sep 14, 2021

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 | info@devitpl.com

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

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September 14[th] , 2021

To, The Manager Listing Department, The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400051

Dear Sir/Madam,

Trading Symbol: DEVIT

Subject: Postal Ballot Notice seeking consent of the Shareholders of the Company: Ref.: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

With reference to the captioned subject, we Dev Information Technology Limited (the “Company”) are enclosing herewith the Postal Ballot Notice sent to the shareholders of the Company, seeking their consents, by Postal Ballot voting by through electronic means i.e. e‐voting for following resolutions:

• (i) To increase the Authorized Share Capital of the Company and consequent amendment to Memorandum of Association of the Company

• (ii) Issue of Bonus Shares

• (iii) Migration of the Company from NSE Emerge (SME Platform NSE) to Main Board of NSE

This is for your information and record.

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=d1c0aba8e31c18d21102a1dc7b6f28e828 RUPALKUMAR 4d9736481ffbf9aac932a2e380bf46, serialNumber=0d148fb642ad1a5177d6ac789f641 ce2a46a0172b9661a7716658794938a1af0, PATEL cn=KRISA RUPALKUMAR PATEL Date: 2021.09.14 16:12:13 +05'30' Krisa Patel (Company Secretary & Compliance Officer)

Place: Ahmedabad

Encl: a/a

|

Computing Cloud |

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| Enterprise Mobility | Infrastructure Management

Digital Services |

Enterprise Applications

Licensing

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DEV INFORMATION TECHNOLOGY LIMITED ( CIN: L30000GJ1997PLC033479) Registered Office : 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej Ahmedabad, Gujarat‐380059‐India Tel No.: 079‐26304241/26305751 ; E‐mail: cs@devitpl.com ; Website: www.devitpl.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013, read with the Rule 22 of the Companies (Management and Administration Rules, 2014)]

To

All Members,

Dev Information Technology Limited

NOTICE is hereby given, pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular No.14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020 (the “MCA Circulars”) and any other applicable laws and regulations, to transact the below mentioned proposed special businesses by the members of the Dev Information Technology Limited (“the Company”) by passing resolutions through postal ballot (“Postal Ballot”) only through remote e‐voting.

In view of the current extraordinary circumstances due to COVID‐19 pandemic requiring social distancing, Ministry of Corporate Affairs, Government of India (the “MCA”) in terms of the MCA Circulars, has advised the companies to take all decisions requiring members approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e‐voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue. MCA has clarified that for companies that are required to provide e‐voting facility under the Act, while they are transacting any business(es) only by postal ballot up to December 31, 2021, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company will send Postal Ballot Notice by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e‐voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

Hence, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre‐paid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e‐ voting system only.

The Board of Directors of the Company now propose to obtain the consent of the members by way of Postal Ballot for the matters as considered in the resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said resolutions setting out material facts and the reasons for the resolution is also annexed.

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You are requested to peruse the proposed resolutions along with their respective Explanatory Statement and thereafter record your assent or dissent by means of remote e‐voting facility provided by the Company.

SPECIAL BUSINESSES:

Item No. 1 – To increase the Authorized Share Capital of the Company and consequent amendment to Memorandum of Association of the Company

To consider, and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to provisions of Sections 13, 61 and 64 and other applicable provisions of the Companies Act, 2013 (“the Act”) as amended, read with the rules framed there under (including any statutory modification(s) or re‐enactment(s) thereof for the time being in force), and pursuant to the provisions of Memorandum and Articles of Association of the Company, consent of the members of the company be and is hereby accorded to increase the Authorized Share Capital of the Company from existing Rs. 6,00,00,000/‐ (Rupees Six Crores only) divided into 60,00,000 (Sixty Lakhs) Equity Shares of face value Rs. 10/‐ each to Rs. 12,00,00,000/‐(Rupees Twelve Crore only) divided into 1,20,00,000 (One Crore Twenty Lakhs only) Equity Shares of face value Rs. 10/‐ each by increasing of 60,00,000 (Sixty Lakhs) Equity Shares of face value Rs. 10/‐ each ranking pari‐passu in all respect with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT the Memorandum of Association of the Company be altered in the following manner i.e. existing Clause V of the Memorandum of Association be substituted and shall be read as following Clause:

V. The Authorized Share Capital of the Company is Rs. 12,00,00,000/‐(Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of face value Rs. 10/‐ each.

RESOLVED FURTHER THAT any Directors of the Company be and are hereby authorized to sign such forms/returns and various documents as may be required to execute and submit to the Concerned Registrar of Companies (ROC) or such other authorities and to do all such acts, deeds and things which may be necessary to give effect to the above said resolution.”

Item No. 2 – Issue of Bonus Shares

To consider and, if thought fit, to pass the following resolution as an Special Resolution :

"RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable provisions of regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) from time to time, the provisions of Article 61 of the Articles of Association of the Company, and pursuant to the recommendation of the Board of Directors of the Company (hereinafter referred to as "the Board", which expression shall be deemed to include a Committee of Directors or officer(s) of the Company duly authorized in this behalf), and subject to such approvals as may be required in this regard, approval of the Members be and is hereby accorded to the Board for capitalization of Rs. 5,52,05,000 out of the free reserves created out of profits (i.e. P&L reserve) and

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the securities premium account of the Company for the purpose of issuance of bonus shares to the shareholders of the Company, whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners of the Depositories as on the record date to be determined by the Board in proportion of 1:1 i.e. 1 (One) equity shares of nominal value Rs.10/‐ (Rupees Ten Only) each for every 1 (One) equity share of nominal value of Rs.10/‐ (Rupees Ten Only) each.

RESOLVED FURTHER THAT the Bonus shares so distributed shall, for all purposes, be treated as an increase in the nominal amount in the Capital of the Company held by each such member, and not as income or distribution in lieu of dividend.

RESOLVED FURTHER THAT no letter of allotment shall be issued to the allottees of the bonus equity shares and that in the case of members who hold the equity shares in dematerialized form as on the record date, the bonus shares shall be credited to the respective beneficiary accounts of the members with their respective depository participants and in the case of members who hold equity shares in physical form as on the record date, the share certificates in respect of the bonus shares shall be dispatched, within the prescribed period.

RESOLVED FURTHER THAT the New Equity Shares of Rs. 10/‐ each to be allotted as Bonus Shares shall be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects with the fully paid up equity shares of the Company as existing on the record date as may be fixed in this regard by the Board.

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to Non‐Resident Indians (NRIs), Overseas Citizen of India, Foreign Nationals, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs) and other foreign investors of the Company will be subject to the applicable regulations under the Foreign Exchange Management Act, 1999 or any other applicable laws for the time being in force.

RESOLVED FURTHER THAT in case of fractional shares, if any, arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorized to make suitable arrangements to deal with such fractions for the benefit of the eligible Members.

RESOLVED FURTHER THAT for the purposes of giving effect to the bonus issue of equity shares as resolved hereinbefore, the issuance of equity shares or securities representing the same, the Board and other designated officers of the Company be and are hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation to file any documents with the Securities and Exchange Board of India, Stock Exchange(s) where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and/ or concerned authorities, applying and seeking necessary listing approvals from the Stock Exchange(s), and to settle any question, difficulty or doubt that may arise in regard thereto.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolutions and determine all other terms and conditions of the issue of bonus equity shares as the Board may in its absolute discretion deem fit.”

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Item No. 3 –Migration of the Company from NSE Emerge (SME Platform NSE) to Main Board of NSE.

To consider, and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT, pursuant to Chapter IX of SEBI (Issue of Capital & Disclosure Requirements) Regulations,2018, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & other applicable provisions of the Companies Act, 2013 read with underlying Rules and Regulations as notified by MCA (including any statutory modifications or re‐enactment thereof for the time being in force), consent of the Members be and is hereby accorded to migrate the Company, currently listed on NSE Emerge (SME Platform) to Main Board of NSE and to follow such procedures as specified by SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 and other applicable regulations notified by SEBI, as amended from time to time, to give effect to the above said resolution.

RESOLVED FURTHER THAT, the Board of Directors and/or Company Secretary of the Company be and are hereby authorized jointly and severally to deal with any Government or Semi‐Government authorities or any other concerned intermediaries, including but not limited to NSE, Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the Company's present listing from NSE Emerge (SME Platform) to Main Board of NSE.

RESOLVED FURTHER THAT, Directors of the Company be and are hereby authorized jointly and severally to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company.”

By the Order of Board of Directors Registered Office: For Dev Information Technology Limited 14, Aaryans Corporate Park Near Shilaj Railway Crossing, Thaltej Ahmedabad Gujarat‐380059, India CIN: L30000GJ1997PLC033479 Sd/‐ Website: www.devitpl.com Krisa Patel E‐mail: cs@devitpl.com Company Secretary Tel. No . 079‐26304241/26305751 Place: Ahmedabad

Date: 11[th] September, 2021

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Notes:

1. The relevant explanatory statement pursuant to Section 102 of the Companies Act, 2013 stating in respect of the aforesaid items set out in the Notice is annexed hereto.

2. The Board of the Directors of the Company, at its Meeting held on September 11, 2021 appointed M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary, (Membership No: F10745), as the scrutinizer to scrutinize the remote e‐voting process in a fair and transparent manner.

3. The Postal Ballot Notice is being sent to /published/displayed for all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on September 10, 2021 in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and Ministry of Corporate Affairs, Government of India’s General Circular No. 17/2020 dated April 13, 2020.

4. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, and General Circular Nos. 14/2020 and 17/2020 dated 8th April 2020 and 13th April 2020 respectively issued by the Ministry of Corporate Affairs (MCA) the Company is pleased to offer e‐voting facility to its Members holding equity shares as on September 10, 2021 being the cut‐off date, to exercise their right to vote electronically on the above resolution.

5. Due to non‐availability of postal and courier services, on account of threat posed by COVID‐19 pandemic situation, the Company is sending Postal Ballot Notice in electronic form only and express its inability to dispatch hard copy of Postal Ballot Notice along with Postal Ballot Form and pre‐paid business reply envelope to the members for this Postal Ballot. To facilitate such members to receive this notice electronically and cast their vote electronically, the Company has made special arrangement for registration of email addresses in terms of the MCA Circulars. The process for registration of email address is as under:

6. a) For voting in the resolution proposed in the Postal Ballot through remote e‐voting, members who have not registered their email address may get their email address registered by sending an email to the Company’s Share Transfer Agent at rnt.helpdesk@linkintime.co.in . Member(s) may also intimate the same to the Company by writing an email at cs@devitpl.com. The members shall provide the following information in the email–

Full Name No of shares held: Folio Number (if shares held in physical) and PAN Share certificate number (if shares held in physical ) and PAN DP ID & Client ID (if shares are held in demat) Email id to be registered and Mobile No.:

b) Post successful registration of the email, the member would get soft copy of the notice and the procedure for e‐voting along with the User ID and Password to enable e‐voting for this Postal Ballot. In case of any queries, member may write to evoting@nsdl.co.in or cs@devitpl.com.

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• b) It is clarified that for permanent registration of email address, members are required to register their email addresses, in respect of electronic holdings with their concerned Depository Participants and in respect of physical holdings, with the Company’s Share Transfer Agent i.e. rnt.helpdesk@linkintime.co.in.

• c) Those shareholders who have already registered their email address are requested to keep their email addresses validated with their Depository Participants / the Company’s Registrar and Share Transfer Agent to enable servicing of notices / documents / Annual Reports electronically to their email address.

• Resolutions, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the e‐voting i.e. October 14, 2021 in terms of Secretarial Standard – 2 on General Meetings (“SS‐2”) issued by the Institute of Company Secretaries of India.

• A member cannot exercise his vote by proxy on Postal Ballot.

• As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Gujarat.

• A person whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut‐off date September 10, 2021 only shall be entitled to avail the facility of e‐voting.

• In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolutions through the e‐voting service facility arranged by NSDL. The instructions for electronic voting are given in this Notice. E‐Voting will commence on Wednesday, September 15, 2021 at 9:00 a.m. and will end on Thursday, October 14, 2021 at 5:00 p.m . E‐Voting shall not be allowed beyond the said time and date.

• The Scrutinizer shall after the receipt of assent or dissent of the Members on or before October 14, 2021, shall, after the completion of his Scrutiny, submit his report to the Chairman of the Company on or before October 15, 2021. The Result shall be announced by the Chairman of the Company on or before October 15, 2021at Company's Registered Office and the resolution will be taken as passed effectively on the last date on which the company received duly completed postal ballot form as per SS‐2 issued by ICSI i.e. October 14, 2021 will be taken to be date of passing the resolution

• The results of the postal ballot will be placed on the Company’s website at www.devitpl.com and will intimated to the Stock Exchanges where the shares of the Company are listed i.e. National Stock Exchange of India Limited in accordance with the provisions of SEBI Listing Regulations.

A. VOTING THROUGH ELECTRONIC MEANS

Remote e‐Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

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Pursuant to SEBI circular dated December 9, 2020 on e‐Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants only.

Shareholders are advised to update their mobile number and email Id in their demat accounts to access e‐ Voting facility. Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

Step I: Access to NSDL e‐Voting system

Type of Shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL		• If you are already registered for NSDL IDeAS facility, please visit the e‐Services website of NSDL. Open web browser by typing the following URL: https://eservices. nsdl.com either on a Personal Computer or on a mobile. Once the home page of e‐ Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. • After successful authentication, you will be able to see e‐ Voting services. Click on “Access to e‐Voting” under e‐Voting services and you will be able to see e‐Voting page. Click on company name or e‐Voting service provider name and you will be redirected to e‐Voting service provider website for casting your vote during the remote e‐Voting period or joining virtual meeting & voting during the meeting. • If the user is not registered for IDeAS e‐Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp • Visit the e‐Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e‐Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e‐Voting page. Click on company name or e‐Voting service provider name and you will be redirected to e‐Voting service provider website for casting your vote during the remote e‐Voting period orjoiningvirtual meeting& votingduringthe meeting.
Individual Shareholders holding securities in demat mode with CDSL		• Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e‐Voting page without anyfurther

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		authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on New System Myeasi. • After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e‐ Voting service provider i.e. NSDL & CDSL. Click on e‐Voting service provider name to cast your vote. • If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi./Registration/EasiRegistration • Alternatively, the user can directly access e‐Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP where the E Votingis inprogress.
Individual Shareholders (holding securities in demat mode) & login through their depository participants		• You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e‐Voting facility. • Once login, you will be able to see e‐Voting option. Once you click on e‐Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e‐Voting feature. Click on company name or e‐Voting service provider name and you will be redirected to e‐Voting service provider website for casting your vote during the remote e‐Voting period or joining virtual meeting& votingduringthe meeting.

B) Login Method for e‐Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log‐in to NSDL e‐Voting website?

I. Visit the e‐Voting website of NSDL. Open web browser by typing the following URL: https://www.evoti ng.nsdl.com/ either on a Personal Computer or on a mobile.

1. Once the home page of e‐voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.

2. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log‐in at https://eservices.nsdl.com/ with your existing IDEAS log in. Once you log‐in lo NSDL eservices after

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using your log‐in credentials, click on e‐Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

electronically. 4. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) orphysical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**.
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 118400 then user ID is _____.

1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e‐Voting, then you can use your existing password to login and cast your vote.

b) If you are using NSDL e‐Voting system for the first time, you will need to retrieve the “initial password” which was communicated to you by NSDL Once you retrieve your “initial password”, you need to enter the “initial password” and the system will force you to change your password.

c) How to retrieve your “initial password”?

i) If your email ID is registered in your demat account or with the company, your “initial password” is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8‐digit client ID for NSDL account, last 8 digits of client lD for CDSL account or folio number for shares held in physical form. The .pdf file contains your “User ID” and your “initial password”.

ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids arc not registered.

1. If you are unable to retrieve or have not received the " Initial password'' or have forgotten your password:

a) Click on "Forgot User Details/Password?" (lf you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in/ mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e‐ Voting system of NSDL.

1. After entering your password, tick on Agree to ''Terms and Conditions" by selecting on the check box.

2. Now, you will have to click on "Login" button.

3. After you click On the “Login"" button. Hone page of e‐Voting will open.

Step 2: Cast your vote electronically on NSDL e‐Voting system.

How to cast your vote electronically on NSDL e‐Voting system?

l. After successful login at Step I, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.

1. Select "EVEN" of company for which you wish to cast your vole during the remote e‐Voting period.

2. Now you are ready for e‐Voting as the Voting page opens.

3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm' ' when prompted.

4. Upon confirmation. the message " Vote cast successfully" will he displayed.

5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• i. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e‐mail to mma.office@yahoo.com with a copy marked to evoting@nsdl.co.in;

• ii. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e‐voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

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• iii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e‐voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800‐222‐990 and 1800‐224‐430 or send a request at evoting@nsdl.co.in or contact from NDSL at the designated email IDs: nipuls@nsdl.co.in

• iv. The voting period commences on Wednesday, September 15, 2021 at 09.00 A.M. (IST) and ends on Thursday, October 14, 2021 at 05.00 P.M. (IST) (both days inclusive). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, may cast their vote electronically. The e‐voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently. (Note: e‐Voting shall not be allowed beyond the said time.)

• v. The voting rights of shareholders shall be in proportion to the shares held by them in the paid up equity share capital of the Company as on Friday, September 10, 2021 as per the Register of Members/Statements of beneficial ownership maintained by the Depositories. i.e., NSDL and CDSL.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e‐voting for the resolutions set out in this notice:

• i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self‐attested scanned copy of PAN card), AADHAR (self‐attested scanned copy of Aadhar Card) by email to cs@devitpl.com.

• ii. In case shares are held in demat mode, please provide DPID‐Client ID (8 digit DPID + 8 digit Client ID) or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self‐attested scanned copy of PAN card), AADHAR (self‐attested scanned copy of Aadhaar Card) to cs@devitpl.com .If you are an Individual shareholders holding securities in demat mode. you are requested to refer to the login method explained at step I i.e. Login method for e‐Voting for Individual shareholders holding securities in Demat mode.

• iii. iii Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e‐voting by providing above mentioned documents.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

Item No 1 & 2:

The Board of Directors at its meeting held on Saturday, September 11, 2021, subject to consent of the members of the Company, approved and recommended issue of bonus equity shares of Rs. 10‐ (Rupees Ten only) each credited as fully paid‐up to eligible members of the Company in the proportion of 1 (one) new fully paid‐up equity share of Rs. 10/‐ (Rupees Ten only) each for every 1 (one) existing fully paid‐up equity share of Rs. 10/‐ (Rupees Ten only) each by capitalizing a sum not exceeding 5,52,05,000 (Rupees Five Crore Fifty‐Two Lakhs and Five Thousand Only) out of capital redemption reserve / securities premium account and/or any other permitted reserves / surplus of the Company, as may be considered appropriate.

Article 61 of the Articles of Association of the Company permits capitalization of any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including

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securities premium account and capital redemption reserve account), or to the credit of the profit and loss account, or otherwise available for distribution by applying the same towards payment of unissued shares to be issued to the members as fully paid bonus shares.

In order to facilitate issue of bonus shares and for further requirements, if any, it is proposed to increase the Authorised Share Capital to 12,00,00,000/‐ (Rupees Twelve Crore only) divided into 1,20,00,000 (Rupees One Crore and Twenty Lakhs Only) equity shares of Rs. 10/‐(Rupees Ten only) each.

The increase in the Authorised Share Capital as aforesaid would require consequential alteration to the existing Clause V of the Memorandum of Association of the Company. The increase in the Authorised Share Capital and consequential alteration to Clause V of the Memorandum of Association of the Company and issue of bonus equity shares by way of capitalization of the sums standing to the credit of capital redemption reserve / securities premium account and/or any other permitted reserves / surplus of the Company, as may be considered appropriate for the purpose of issue of bonus equity shares requires members' approval in terms of Sections 13, 61 and 63 of the Companies Act, 2013 and other applicable statutory and regulatory approvals.

The Record Date for determining the eligibility of the shareholders to receive the said bonus shares will be fixed by the Board. The Board of Directors recommend for approval of members the capitalization of reserves and issue of bonus shares as proposed.

The Bonus Shares on allotment shall rank pari‐passu with existing equity shares of the Company and the Bonus shares are entitled for dividend declared after allotment of shares. The proposed bonus shares are not in lieu of Dividend.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 1 and 2 of this Postal Ballot Notice except to the extent of their shareholding in the Company.

The Board recommends the Ordinary Resolutions set out at Item Nos. 1 and Special Resolutions set out at Item Nos. 2 of this Postal Ballot Notice for approval by the members.

Item No. 3:

Pursuant to Regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 any company existing on SME Platform having a paid‐up capital of more than Rs.10 crores and continued listing of 2 years or more can apply to move to the Main Board; provided (i) market capitalization of the said company for preceding 20 traded days from the date of submission of application to the Stock Exchange for migration from SME platform to the Main Board should be equal to or in excess of Rs.25 crores; (ii) a Special Resolution is passed with at least two‐thirds of the shareholders (apart from promoter shareholders) favoring the migration; and (iii) the company meets listing requirements of the stock exchange on which the share capital is listed.

Since the Paid‐up Capital of your Company after issue of Bonus Shares will be Rs. 11,04,10,000 /‐ and the Company’s shares have been listed on NSE SME Emerge since April 17, 2017 till date, As per the requirement, the Company complies the requirement of Equity Share capital of more than Rs. 10 Crores & continued listing of 2 years on NSE Emerge for migration purpose. The Board of Director are of the view that Migration to Main Board will act as a catalyst in the growth and expansion of the Company and will also help the Members of the Company to enjoy sufficient returns on their

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investments. Hence, the Board of Directors of the Company in their meeting held on September 11, 2021 decided to migrate from NSE Emerge to the Main Board of NSE.

In view of above, you are requested to grant your consent to above said special resolution as set out herein in the postal ballot notice of the Company.

None of the Directors and Key Managerial Personnel (including relatives of directors or key managerial personnel) of the Company is concerned or interested, financially or otherwise, in this resolution except to the extent of their shareholding in the Company.

By the Order of Board of Directors For Dev Information Technology Limited

Sd/‐ Krisa Patel Company Secretary Place: Ahmedabad Date: 11.09.2021

Registered Office: 14, Aaryans Corporate Park Near Shilaj Railway Crossing, Thaltej Ahmedabad Gujarat‐380059, India CIN: L30000GJ1997PLC033479 Website: www.devitpl.com E‐mail: cs@devitpl.com Tel. No . 079‐26304241/26305751