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DEV INFORMATION TECHNOLOGY LIMITED — Proxy Solicitation & Information Statement 2025
Nov 7, 2025
59295_rns_2025-11-07_c8ebd130-decf-472a-90ce-701f7c03d14e.pdf
Proxy Solicitation & Information Statement
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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: November 07, 2025
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:-
With reference to the captioned subject and further to our letter dated October 27, 2025, we Dev Information Technology Limited (“the Company”) are enclosing herewith Corrigendum to the Notice of Extraordinary General Meeting (“EGM Notice”) of the Members of the Company, scheduled to be held on Tuesday, the 18[th] November, 2025 at 04:00 P.M. at through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The Company has completed the dispatch of Corrigendum to the EGM Notice to the Shareholders on November 07, 2025.
This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice dated October 18, 2025, which has already been circulated to the Shareholders of the Company on October 27, 2025, and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum.
Accordingly, all concerned shareholders, Stock Exchange, Depositories, Registrar and Share Transfer Agent, agencies appointed for e-voting, other Authorities, regulators, and all other concerned persons are requested to take note of the above changes. All other contents of the EGM Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.
Corrigendum to the EGM Notice shall also be available on the websites of the company i.e. https://www.devitpl.com/investor-relations/investor-relations/investor-news-and-notices/extra- - ordinary general meetings/ , the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
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Cloud Services
Digital Transformation |
Enterprise Business Mobile Applications | Applications | Applications
Managed IT | 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
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 KAIRAV SHAH DN: c=IN, o=Personal, title=2582, pseudonym=CDCD7FC7D81194322A5D754479A99121, 2.5.4.20=85084771729dcbf53eeb59ca8816c302300d8440 cb27e3444c7c94d4181b4266, postalCode=380007, st=Gujarat, serialNumber=0D148FB642AD1A5177D6AC789F641CE2 A46A0172B9661A7716658794938A1AF0, cn=KRISA KAIRAV SHAH Date: 2025.11.07 18:12:47 +05'30'
KRISA KAIRAV SHAH
Krisa Shah
(Company Secretary & Compliance Officer)
Encl: Corrigendum to the Notice of EGM
|
Digital | Transformation |
Enterprise Applications
|
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Cloud Services
Mobile Applications
Managed IT Services
Business 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: [email protected] ; Website: www.devitpl.com
CORRIGENDUM TO THE NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING
Dev Information Technology Limited (“Company”) has issued a Notice dated October 18, 2025 (“Notice of EOGM”) for convening the Extra-Ordinary General Meeting (EOGM) of its members scheduled to be held on Tuesday, 18[th] November, 2025 at 04:00 P.M. at through Video Conferencing (VC) / Other Audio Visual Means (OAVM).
The Notice of the EOGM was dispatched to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 read with the relevant rules made thereunder.
This Corrigendum is issued to notify the amendment and/or inclusion of additional details as stated herein, in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018:
1. In Explanatory statement Item: 01, point 1 ‘Objects of the Preferential Issue’, following additional points are being added and to be read as under:
1. Objects of the Preferential Issue shall be read as follows:
The proceeds of the Preferential Issue are proposed to be utilized for:
| Sr. No. |
Object of the Issue | Amount (₹ In Crore) |
|---|---|---|
| 1. | Working Capital Purpose | 35.00 |
| 2. | Investment in subsidiaries via Loan or any convertible or non- convertible security |
11.78 |
| 3. | Capital Expenditure towards: a. R&D /CoE (including setup) b. Technology expansion c. Geographical expansion |
5.00 |
| 4. | General Corporate Purpose | 16.40 |
| Total | 68.18 |
Note:-
a. Working Capital:-
The proposed working capital requirement is primarily driven by the company’s strategic expansion into the USA and North American markets, as well as the development of data center and center of excellence initiatives. These long-term projects are high margin and high growth avenues, and require higher upfront investment in inventory/work in progress and resources to
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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: [email protected] ; Website: www.devitpl.com
meet larger and more complex project demands. As the company shifts towards higher-margin, long-duration projects, the execution and delivery cycles are expected to extend, resulting in delayed billing and corresponding delays in receivables. Accordingly, additional working capital is necessary to ensure smooth operations, meet ongoing commitments, and sustain growth during the project execution period.
b. Investment in subsidiary:
The Company has 3 subsidiaries and one step-down subsidiary, namely, Dev Info-Tech North America Limited, Dhyey Consulting Services Private Limited, Minddefft Technologies Private Limited and Dynamics Stars LLC.
Company plans to invest into these subsidiaries to cater to the existing markets and increase its product offerings primarily to strengthen synergies especially in Artificial Intelligence, Blockchain, Cybersecurity and Data Center segments, aligned with the Company’s growth strategy
The businesses of these subsidiaries are in direct alignment to the business of Dev IT and hence has direct synergy and alignment towards overall growth.
c. R&D and Technology expansion:
The Company plans to build team and upgrade its R&D setup for its existing tech solution and develop innovative technology. This relates to existing as well as new tech development.
d. Geography:
USA, Canada, UK, Australia, European region and the Middle East. Purpose is to acquire new customers and expand the market reach.
2. Point No. 10 – ‘Listing’ shall be read as follows:
10. Listing:
The resulting equity shares proposed to be allotted shall be listed on BSE Limited and National Stock Exchange of India Limited, subject to the receipt of necessary regulatory approvals.
3. Point No. 11 – ‘Shareholding Pattern before and after the preferential issue’ shall be read as follows:
11. Shareholding Pattern before and after the preferential issue
The Shareholding Pattern giving the present position and also considering full allotment of Convertible Warrants to promoter and non-promoter, as per Resolution of the Notice is given below: SHP as on 17.10.2025:
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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: [email protected] ; Website: www.devitpl.com
| Sr. No | Category | Pre-Issue | Pre-Issue | Post Issue after Convertible Warrants* |
Post Issue after Convertible Warrants* |
|---|---|---|---|---|---|
| No. of Shares | (%) of Holding |
No. of Shares* |
(%) of *holding ** |
||
| A. Promoter Holding | |||||
| (A) | Shareholding of Promoter and Promoter Group |
||||
| 1 | Indian | - | - | - | - |
| (a) | Individuals/ Hindu Undivided Family |
3,54,12,550 | 62.86 | 3,54,12,550 | 49.64 |
| (b) | Bodies Corporate | - | - | - | |
| (c) | Financial Institutions/ Banks |
- | - | - | |
| (d) | AnyOthers | - | - | - | |
| Sub Total(A)(1) | 3,54,12,550 | 62.86 | 3,54,12,550 | 49.64 | |
| 2 | Foreign | ||||
| A | Individuals (Non Residents Individuals/ Foreign Individuals) |
- | - | - | |
| B | Bodies Corporate | 21,22,475 | 3.77 | 21,22,475 | 2.98 |
| C | Institutions | - | - | - | - |
| D | AnyOther | - | - | - | - |
| Sub Total(A)(2) | 21,22,475 | 3.77 | 21,22,475 | 2.98 | |
| Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) |
3,75,35,025 | 66.63 | 3,75,35,025 | 52.62 | |
| B. Non- Promoter’s/Public Holding | |||||
| 1 | Institutions(Domestic) | ||||
| (a) | Mutual Funds/UTI | - | - | - | - |
| (b) | AnyOther | - | - | - | - |
| Sub Total(B)(1) | 0 | 0 | 0 | 0 | |
| 2 | Institutions (Foreign) | ||||
| Foreign Portfolio Investors CategoryI |
1,87,501 | 0.33 | 1,87,501 | 0.26 | |
| Sub Total(B)(2) | 1,87,501 | 0.33 | 1,87,501 | 0.26 | |
| 3 | Non-institutions |
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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: [email protected] ; Website: www.devitpl.com
| (a) | Bodies Corporate | 9,15,014 | 1.74 | 1,59,80,572 | 22.40 |
|---|---|---|---|---|---|
| (b) | Non-Resident Indians (NRIs) |
4,28,850 | 0.76 | 4,27,847 | 0.60 |
| (c) | Foreign Companies | - | - | - | - |
| (d) | Individuals | 1,60,01,204 | 28.33 | 1,59,62,519 | 22.38 |
| (e) | IEPF | - | - | - | - |
| (f) | Any other (Unclaimed or Suspense or Escrow Account; LLP; HUF and ClearingMembers) |
1,26,7638 | 2.20 | 12,41,768 | 1.74 |
| Sub Total(B)(3) | 1,86,12,706 | 33.04 | 3,36,12,706 | 47.12 | |
| Total Public Shareholding (B)= (B)(1)+(B)(2) +(B)(3) |
1,88,00,207 | 33.37 | 3,38,00,207 | 47.38 | |
| GRAND TOTAL (A)+(B) |
5,63,35,232** | 100.00 | 7,13,35,232 | 100.00 |
* the figures in the shareholding pattern are based on the assumption that all the Warrants will be subscribed pursuant to the shareholders’ resolution and all the said Warrants will be exercised / converted into equity shares. However, if any Warrants are not subscribed or exercised, the figures will change accordingly.
** The Company, with the approval of its members at the Extra-Ordinary General Meeting held on December 20, 2024, approved the sub-division of its equity shares from a face value of ₹5 each fully paid-up to ₹2 each fully paid-up. The members also approved necessary arrangements to adjust fractional entitlements for the benefit of eligible shareholders. Following the sub-division and adjustment of fractional shares, the paid-up share capital stands at 5,63,35,232 equity shares of ₹2 each. The aforesaid paid-up and issued capital is duly reflected in the shareholding pattern filed by the Company as on September 30, 2025.
4. Point No.16 – ‘Undertaking’ shall be read as follows:
16. Undertaking
The Company hereby undertakes that:
-
a) Neither the Company, nor its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations.
-
b) The Company is eligible to make the Preferential Issue to the Proposed Allottee under Chapter V of the SEBI ICDR Regulations.
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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: [email protected] ; Website: www.devitpl.com
-
c) As the Equity Shares have been listed for a period of more than ninety days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable.
-
d) The Company shall re-compute the price of the warrants to be allotted under the Preferential Issue, in terms of the provisions of SEBI ICDR Regulations where it is required to do so.
-
e) If the amount payable on account of the re-computation of price is not paid within the time stipulated in the SEBI ICDR Regulations, the warrants to be allotted under the Preferential Issue shall continue to be locked-in till the time such amount is paid by the warrant holder.
5. Point No.22 – ‘Valuation Report from an Independent Registered Valuer’ shall be read as follows:
The Proposed Preferential Issue results in allotment of more than 5% (five per cent) of the post issue fully diluted share capital of the Company, so the Company has obtained a valuation report pursuant to Regulation 166A of SEBI (ICDR) Regulations, 2018 from Mr. Akshay Dodiya, Registered Valuer- (Reg No: IBBI/RV/11/2024/15552) and considered the same for determining the price.
Further Extract of Article 14 of the Articles of Association of the Company states that: “ Where at any time Company having Share Capital proposes to increase its subscribed capital by the issue of further Shares, such shares shall be offered:
(c) to any persons, if it is authorized by a special resolution, ….. if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed under the relevant rules of Section 62. ”
Therefore valuation report of a registered valuer is being considered for determining the price.
Further, the proposed Preferential Issue shall not result in any change of control of the Company.
The revised valuation report, incorporating all three approaches — Income, Market, and Asset Approach — along with the rationale for weightage assigned, has been uploaded on the - - - Company’s website at:https://www.devitpl.com/investor relations/investor relations/investor news-and-notices/extra-ordinary-general-meetings/
The revised certificate from M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations and other certificates has been uploaded on the Company’s website at: https://www.devitpl.com/investor-relations/investorrelations/investor-news-and-notices/extra-ordinary-general-meetings/
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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: [email protected] ; Website: www.devitpl.com
All other terms and contents of the EOGM Notice dated October 18, 2025, remains unchanged .
This Corrigendum forms an integral part of the EOGM Notice dated October 18, 2025 and should be read in conjunction therewith.
By Order of Board of Directors, For Dev Information Technology Limited,
SD/-
Krisa Shah (Company Secretary & Compliance Officer)
Date : 07-11-2025 Place: Ahmedabad