DEV INFORMATION TECHNOLOGY LIMITED — Proxy Solicitation & Information Statement 2023

Dec 23, 2023

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

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

Date: December 22, 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: Corrigendum to the Notice of Extraordinary General Meeting of the Company

In continuation of our intimation dated December 15, 2023 and December 18, 2023, we are submitting herewith the corrigendum to the Notice of Extraordinary General Meeting of the Company (“ EGM ”). We wish to inform you that the corrigendum to notice of extra ordinary general meeting is being issued to give notice to amend some of the details in accordance with provision of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”) .

Copy of the said corrigendum to the EGM Notice is also uploaded on the website of the Company i.e., www.devitpl.com.

You are requested to take the same on your record.

Thanking you,

Yours faithfully,

for Dev Information Technology Limited

KRISA KAIRAV SHAH

Digitally signed by KRISA KAIRAV SHAH DN: c=IN, o=Personal, title=2582, pseudonym=CDCD7FC7D81194322A5D754479A99121, 2.5.4.20=85084771729dcbf53eeb59ca8816c302300d8440cb27e34 44c7c94d4181b4266, postalCode=380007, st=Gujarat, serialNumber=0D148FB642AD1A5177D6AC789F641CE2A46A0172 B9661A7716658794938A1AF0, cn=KRISA KAIRAV SHAH Date: 2023.12.22 17:45:08 +05'30'

Krisa Shah (Company Secretary & Compliance Officer)

Encl: Corrigendum to the Notice of EGM

Managed IT Digital Enterprise | Services | Transformation | Applications |

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Cloud Services

Business Mobile Applications | Applications

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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

CORRIGENDUM TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Dev Information Technology Limited (“ Company ”) has issued a notice dated December 15, 2023 (“ Notice of EGM ”) for convening the Extraordinary General Meeting of the members of the Company, which is scheduled on Tuesday, January 09, 2024, at 12:00 p.m. through Video Conferencing/ Other Audio Visual Means .

1. In resolution 2[nd] para will be updated as follows:

RESOLVED FURTHER THAT the Relevant Date, as per the SEBI (ICDR) Regulations, as amended up to date, for the determination of the issue price of the Equity Shares, is taken to be Friday, December 08, 2023, (“Relevant Date”) being the date which is 30 days before the date of Extraordinary General Meeting (“EGM”) i.e., Tuesday, January 09, 2024.

2. In Explanatory Statement of Item No. 4, will be updated as follows:

4. Relevant Date:

In terms of the provisions of Regulation 161 of the SEBI (ICDR) Regulations, the Relevant Date for determining the floor price for the preferential issue is Friday, December 08, 2023 , being the date 30 days prior to the date of EGM.

3. In Explanatory Statement of Item No. 4, will be updated as follows:

5. Basis on which the price has been arrived at and justification for the price (including premium), if any:

Considering that the allotment shall not be more than 5% of the post-issue fully diluted share capital of the Company, to the Proposed Allottee, the price of ₹135 (Rupees One Hundred Thirty Five Only) of the Equity Shares to be issued and allotted to the Proposed Allottee has been determined taking into account the valuation report dated December 12, 2023 issued by CA Sejal Ronak Agrawal, independent registered valuer (IBBI/RV/06/2020/13106) and addendum to such valuation report is been issued dated 22[nd] December, 2023, for the proposed Preferential Issue and the said report along with the addendum can be found on the website of the Company at https://www.devitpl.com/ as per Regulation 166A of SEBI (ICDR) Regulations.” ( “Valuation Report” ).

The Valuation Report shall be available for inspection by the Members and the same may be accessed on the Company's website at the link www.devitpl.com.

The equity shares of the Company are listed on the National Stock Exchange of India Limited ( “NSE” ) and BSE Limited ( “BSE” ) (together referred to as the “Stock Exchanges” ), and the equity shares are frequently traded in terms of SEBI (ICDR) Regulations and the trading volume of equity shares of the Company was higher on NSE during the preceding 90 trading days prior to the Relevant Date for computation of issue price.

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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

Therefore, the trading volume of the equity shares on the NSE has been considered to determine the issue price. In terms of the provision of Regulation 164(1) of SEBI (ICDR) Regulations, the price at which equity shares shall be allotted shall not be less than higher of the following:

• a) The 90 trading days’ volume weighted average price of the related equity shares quoted on the recognized stock exchange preceding the Relevant Date; or

• b) The 10 trading days’ volume weighted average prices of the related equity shares quoted on a recognized stock exchange preceding the Relevant Date.

It is to be noted that nothing mentioned in the Articles of Association of the Company provides for a method of determination of floor price for Equity Shares to be allotted under the preferential issue.

Pursuant to the above, the minimum issue price determined with Chapter V of the SEBI (ICDR) Regulations is ₹134.13 (Rupees One Hundred Thirty four and Thirteen paise Only).

In the view of above, the Board of the Company has fixed the issued price of ₹135/- (Rupees One Hundred Thirty-Five Only) per Equity Share which includes a premium of ₹130/- (Rupees One Hundred Thirty Only) per Equity Share, which is above the minimum price as determined in compliance with the requirements of Chapter V of SEBI (ICDR) Regulations.

This corrigendum to the Notice of EGM shall form an integral part of the Notice of EGM which has already been circulated to the shareholders of the Company and on and from the date hereof, the Notice of EGM shall always be read in conjunction with this corrigendum. This corrigendum is also being published in newspaper i.e. in “Business Standard” English edition, Ahmedabad and “Jai Hind” Gujarati edition, Ahmedabad and will also be made available on the website of both the stock exchanges i.e., National Stock Exchange of India Limited and BSE Limited and on the website of the Company (www.devitpl.com). All other contents of the Notice of EGM, save and except as modified or supplemented by the corrigendum, shall remain unchanged.

By the Order of the Board of Directors For Dev Information Technology Limited Sd/-

Krisa Shah Company Secretary & Compliance Officer

Registered Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej Ahmedabad – 380059 Gujarat, India.

CIN: L30000GJ1997PLC033479 Website: www.devitpl.com E-mail: cs@devitpl.com Tel. No.: 079-26304241

Date: December 22, 2023

Place: Ahmedabad