Dev Information Technology : Extra Ordinary Meeting

Dev Information Technology Limited

Reg. Office: 14, Aaryans Corporate Park, Near Shilaj Railway Crossing,

Thaltej-Shilaj Road, Thaltej, Ahmedabad-380 059. (INDIA)

Phone: [phone] / 53

www.devitpl.com | [e-mail]

Offices: Gujarat | Maharashtra | Rajasthan | Canada

CIN: L30000GJ1997PLC033479

Date: May 21st, 2022

To,	To,
The Manager-Listing Department,	The Secretary,
The National Stock Exchange of India	BSE Limited
Limited,	Phiroze Jejeebhoy Towers,
Exchange Plaza, Plot No. C/1, G-Block,	Dalal Street
Bandra Kurla complex,	Mumbai -400001
Bandra East,
Mumbai-400 051
Trading Symbol: DEVIT	Trading Symbol: 543462

Subject: Outcome of Board Meeting held on May 21, 2022 pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI LODR")

Respected Sir/Madam,

With reference to the above subject matter and in compliance with Regulation 30 of SEBI Listing Regulations, we hereby inform you that a meeting of the Board of Directors (the "Board") of Dev Information Technology Limited ("DEVIT" / "Company") was held today, on May 21, 2022 and inter-aila considered and approved the following businesses:

1. Considered and approved notice of the Extra Ordinary General Meeting ('EGM'). Board has decided to hold the Extra Ordinary General Meeting on Wednesday, the 15th June, 2022 at 03:00 P.M. at 12, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad-380 059, to transact the Special Business as set out in the Notice of EGM. (Notice of EGM is Annexed herewith).
2. Decided Thursday, June 09, 2022 as the cut-off date as for the Purpose of E-voting.
   The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. June 09, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being June 09, 2022.
   The remote e-voting period begins on Sunday, June 12, 2022 at 09:00 A.M. and ends on Tuesday, June 14, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter.
3. The board has also appointed M/s. Murtuza Mandorwala & Associates, Practicing Company Secretary as a Scrutinizer to scrutinize the remote e-voting process and the votes casted through ballot facility during the Extra Ordinary General Meeting of the Company.

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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: [phone] / 53

www.devitpl.com | [e-mail]

Offices: Gujarat | Maharashtra | Rajasthan | Canada

CIN: L30000GJ1997PLC033479

4. The Board of Directors, after considering the recommendations of the Nomination and Remuneration Committee, had recommended for the approval of shareholders in the Extra Ordinary General Meeting for the appointment of Mr. Umesh Rateja (DIN: 07269459) as an Independent Non-Executive director, in replacement of Mr. Anand Anilbhai Patel, Independent Non-Executive director of the Company, whose term was completed on 15th March, 2022. The board recommended appointment of Mr. Umesh Rateja for a term of consecutive period of 5 (five) years commencing from the conclusion of this EGM i.e. with effect from June 16, 2022 to June 16, 2027.

The meeting commenced at 11:30 A.M. and concluded at 12:25 P.M.

Kindly take the above information on your records.

Thanking you,

On behalf of Board of Directors

Dev Information Technology Limited

KRISA RUPALKUMAR PATEL

Digitally signed by KRISA RUPALKUMAR PATEL

DN: c=IN, o=Personal, postalCode=380052, st=Gujarat, 2.5.4.20=d1c0aba8e31c18d21102a1dc7b6f28e8284d97 36481ffbf9aac932a2e380bf46, pseudonym=DB51E9393700C673574239D33EDA5A6E C04C6770, serialNumber=0D148FB642AD1A5177D6AC789F641CE 2A46A0172B9661A7716658794938A1AF0, cn=KRISA

RUPALKUMAR PATEL

Date: 2022.05.21 12:27:39 +05'30'

Krisa Patel

(Company Secretary and Compliance Officer)

Place: Ahmedabad

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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:[e-mail]; Website:www.devitpl.com

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting ('EGM') of the Members of Dev Information Technology Limited (the "Company") will be held on Wednesday, the 15th June, 2022 at 03:00 P.M. at 12, Aaryans Corporate Park, Near Shilaj Railway Crossing, Thaltej-Shilaj Road, Thaltej, Ahmedabad-380 059 to consider and transact following businesses:

Special Businesses:

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

1. Re-Appointment of Dr. Venkata Rama Subba Rao Velamuri (DIN: 06502798), as a Non-Executive Independent director for the further period of 5 years:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with schedule IV and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17 and any other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof from time to time) as amended from time to time, and any other applicable laws, if any, the approval of the members of the Company be and is hereby accorded to the re-appointment of Dr. Venkata Rama Subba Rao Velamuri (DIN: 06502798), as a Non-Executive Independent director on the Board of the Company to hold office for a term of five consecutive years commencing from the expiry of her present term that is with effect from March 16, 2022 till March 16, 2027, who is not liable to retire by rotation, at following terms and conditions:

Terms & Conditions:

1. Period of appointment: Re-appointment for a further term of five consecutive years commencing from the expiry of her present term that is with effect from March 16, 2022 till March 16, 2027;
2. Remuneration: NIL;
3. Sitting Fees: Upto the ceiling limit of Rs. 25000/- per meeting for attending meeting of the Board or
   Committees thereof, as may be decided by the board from time to time."

"RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable provisions, if any, of the Companies Act, 2013 and the applicable Rules made thereunder, including any amendment(s), statutory modification(s) and/or re- enactment thereof for the time being in force, approval of the Members of the Company be and is hereby accorded that Dr. Venkata Rama Subba Rao Velamuri (DIN 06502798), who has attained the age of Seventy Five (75) years, to be re-appointed as an Non-Executive Independent Director of the Company up to March 16, 2027"

"RESOLVED FURTHER THAT the Board of Directors of the Company of the Company for the time being are hereby severally authorised to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or desirable in this regard."

2. Re-Appointment of Dr. Rama Moondra (DIN: 01764539), as a Non-Executive Independent director for the further period of 5 years:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with schedule IV and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17 and any other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof from time to time) as amended from time to time, and any other applicable laws, if any, the approval of the members of the Company be and is hereby accorded to the re-appointment of Dr. Rama Moondra (DIN: 01764539), as a Non-Executive Independent director on the Board of the Company to hold office for a term of five consecutive years commencing from the expiry of her present term that is with effect from March 16, 2022 till March 16, 2027, who is not liable to retire by rotation, at following terms and conditions:

Terms & Conditions:

1. Period of appointment: Re-appointment for a further term of five consecutive years commencing from the expiry of her present term that is with effect from March 16, 2022 till March 16, 2027;
2. Remuneration: NIL;
3. Sitting Fees: Upto the ceiling limit of Rs. 25000/- per meeting for attending meeting of the Board or
   Committees thereof, as may be decided by the board from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company of the Company for the time being are hereby severally authorised to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or desirable in this regard."

3. Appointment of Mr. Umesh Rateja (DIN: 07269459) as an Independent Non-Executive director of the company:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with schedule IV and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17 and any other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof from time to time) as amended from time to time (including any statutory modifications or re-enactment thereof for the time being in force), and any other applicable laws, if any, consent of the Members be and is hereby accorded to appoint Mr. Umesh Rateja (DIN: 07269459) as an Independent Non-Executive director on the Board of the Company to hold office for a term of 5 consecutive years with effect from 16th June,2022 till 16th June, 2027, who is not liable to retire by rotation, at following terms and conditions."

Terms & Conditions:

1. Period of appointment: Appointment for a term of five consecutive years commencing from 16th June,2022 till 16th June, 2027;
2. Remuneration: NIL;
3. Sitting Fees: Upto the ceiling limit of Rs. 25000/- per meeting for attending meeting of the Board or Committees thereof, as may be decided by the board from time to time."

"RESOLVED FURTHER THAT the Board of Directors of the Company of the Company for the time being are hereby severally authorised to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or desirable in this regard."

4. Re-Appointment and terms of remuneration payable to Mr. Pranav Niranjanbhai Pandya (DIN: 00021744) as a Chairman & Whole-time Director of the company:

"RESOLVED THAT pursuant to the provisions of Section 188, 196, 197, 198 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17(6)(e) any other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), any other applicable laws, if any, the approval of members of the Company be and is hereby accorded to the re-appointment and terms of remuneration payable to Mr. Pranav Niranjanbhai Pandya (DIN: 00021744) as a Chairman & Whole-time Director of the Company for the further period of five years from the expiry of his present term, that is with effect from February 21, 2022 to February 21, 2027, who is liable to retire by rotation and upon the terms and conditions set out in the Explainatory Statement pursuant to section 102 of the Act annexed to the Notice conveying this Meeting (including Remuneration to be paid in event of loss or inadequacy of profits during his tenure), with liberty to the Board of Directors (hereafter referred to as "the Board") to alter and vary the conditions of the said remuneration payable in such a manner as may be agreed to between the Board and Mr. Pranav N. Pandya"

"RESOLVED FURTHER THAT the Board of Directors of the Company of the Company for the time being are hereby severally authorised to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or desirable in this regard."

5. Re-Appointment and terms of remuneration payable to Mr. Jaimin Jagdishbhai Shah (DIN: 00021880) as a Managing Director of the company:

"RESOLVED THAT pursuant to the provisions of Section 188, 196, 197, 198 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17(6)(e) any other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), any other applicable laws, if any, the approval of members of the Company be and is hereby accorded to the re-appointment and terms of remuneration payable to Mr. Jaimin Jagdishbhai Shah (DIN: 00021880) as a Managing Director of the Company for the further period of five years from the expiry of his present term, that is with effect from February 21, 2022 to February 21, 2027, who is not liable to retire by rotation, upon the terms and conditions set out in the Explainatory Statement pursuant to section 102 of the Act annexed to the Notice conveying this Meeting (including Remuneration to be paid in event of loss or inadequacy of profits during his tenure), with liberty to the Board of Directors (hereafter referred to as "the Board") to alter and vary the conditions of the said remuneration payable in such a manner as may be agreed to between the Board and Mr. Jaimin J Shah"

"RESOLVED FURTHER THAT the Board of Directors of the Company of the Company for the time being are hereby severally authorised to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or desirable in this regard."

6. Re-Appointment and terms of remuneration payable to Mr. Vishal Nagendra Vasu (DIN: 02460597) as a Whole-time Director of the company:

"RESOLVED THAT pursuant to the provisions of Section 188, 196, 197, 198 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17(6)(e) any other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), any other applicable laws, if any, the approval of members of the Company be and is hereby accorded to the re-appointment and terms of remuneration payable to Mr. Vishal Nagendra Vasu (DIN: 02460597) as a Whole-time Director of the Company for the further period of five years from the expiry of his present term, that is with effect from February 21, 2022 to February 21, 2027, who is liable to retire by rotation, upon the terms and conditions set out in the Explainatory Statement pursuant to section 102 of the Act annexed to the Notice conveying this Meeting (including Remuneration to be paid in event of loss or inadequacy of profits during his tenure), with liberty to the Board of Directors (hereafter referred to as "the Board") to alter and vary the conditions of the said remuneration payable in such a manner as may be agreed to between the Board and Mr. Vishal N Vasu"

"RESOLVED FURTHER THAT the Board of Directors of the Company of the Company for the time being are hereby severally authorised to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or desirable in this regard."

7. Re-Appointment and terms of remuneration payable to Mr. Prerak Pradyumna Shah (DIN: 02805369) as a Whole-time Director of the company:

"RESOLVED THAT pursuant to the provisions of Section 188, 196, 197, 198 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 and Regulation 17(6)(e) any other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), any other applicable laws, if any, the approval of members of the Company be and is hereby accorded to the re-appointment and terms of remuneration payable to Mr. Prerak Pradyumna Shah (DIN: 02805369) as a Whole-time Director of the Company for the further period of five years from the expiry of his present term, that is with effect from February 21, 2022 to February 21, 2027, who is liable to retire by rotation, upon the terms and conditions set out in the Explainatory Statement pursuant to section 102 of the Act annexed to the Notice conveying this Meeting (including Remuneration to be paid in event of loss or inadequacy of profits during his tenure), with liberty to the Board of Directors (hereafter referred to as "the Board") to alter and vary the conditions of the said remuneration payable in such a manner as may be agreed to between the Board and Mr. Prerak P. Shah"