A consortium of acquirers has published the Detailed Public Statement (DPS) for a mandatory open offer to purchase up to 1,52,880 equity shares of Devinsu Trading , representing 26.00% of the company's voting share capital. The offer price has been fixed at ₹355.00 per share, resulting in a total maximum consideration of ₹5,42,72,400 payable in cash. The offer was triggered pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, following an agreement to acquire 1,71,493 equity shares from the existing promoter.

The acquirers include Mr. Jaison Vijay Shah, Mr. Mukesh Kumar Bothra, and Yora Gems & Jewellery Private Limited. The underlying transaction involves the acquisition of 1,71,493 equity shares, representing 29.17% of the voting share capital, from Mr. Denis Desai at ₹355.00 per share, aggregating to ₹6,08,80,015. This acquisition will result in a change of control of the target company. The acquirers have confirmed they possess adequate financial resources and do not intend to delist the equity shares of Devinsu Trading Limited pursuant to this open offer.

Offer Timeline

The tendering period for the open offer is scheduled to commence on July 14, 2026, and conclude on July 27, 2026. The Letter of Offer will be dispatched to eligible shareholders by July 7, 2026. The detailed public statement was published in Business Standard (English and Hindi) and Navshakti (Marathi) on May 27, 2026. The offer is not conditional upon any minimum level of acceptance.

Transaction Structure

The open offer is a triggered mandatory offer resulting from the direct acquisition of shares via a Share Purchase Agreement dated May 20, 2026. The table below summarizes the key details of the underlying transaction that necessitated the open offer.

Financial and Regulatory Details

Mark Corporate Advisors Private Limited is acting as the Manager to the Offer, while Bigshare Services Private Limited has been appointed as the Registrar to the Offer. The target company's equity shares are listed on BSE Limited and are infrequently traded. As on date, the authorized share capital of Devinsu Trading Limited is ₹1,00,00,000, and the issued, subscribed, and paid-up equity share capital is ₹58,80,000. The acquirers have stated that they do not have any plans to alienate significant assets of the company for a period of two years, except in the ordinary course of business.

Devinsu Trading Limited convened its board meeting on May 18, 2026, to discuss and approve several key appointments. The meeting was held at the company's registered office at 2, Floor-1, Plot-90/94, Zaveri Mansion, Shaikh Memon Street, Zaveri Bazar, Kalbadevi, Mumbai – 400002, commencing at 5:30 p.m. and concluding at 7:15 p.m. The decisions taken at the meeting are aimed at strengthening the company's governance, compliance, and financial oversight framework, as disclosed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Following the appointments, the company also notified the stock exchange of its updated Key Managerial Personnel (KMP) structure pursuant to Regulation 30(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Appointments

The board approved the appointment of Mrs. Sangita Hiren Shukla (DIN: 11647378) as an Additional Independent Director for a period of five years, effective from May 18, 2026 to May 17, 2031, subject to the approval of members at the ensuing Annual General Meeting. Mrs. Shukla is a highly experienced academician and administrator with over 20 years of professional experience in pharmaceutical education, institutional management, and research. She holds a Ph.D. in Pharmaceutical Sciences from Sardar Patel University, an MBA in Human Resource Management, and a Master's degree in Pharmacy (Herbal Drug Technology). She is currently serving as Principal of Indubhai Patel College of Pharmacy & Research Centre and has previously held leadership roles at reputed institutions, ensuring compliance with regulatory authorities such as AICTE, PCI, and GTU. She has over 20 publications to her credit and is not related to any director of the company, nor is she debarred from holding the office of Director by virtue of any SEBI order.

The board also appointed Mr. Krish Piyush Shah as Chief Financial Officer (CFO) effective May 18, 2026. Mr. Shah is a CFA Level III cleared finance professional with two years of hands-on experience in equity derivatives and financial market analysis, with familiarity in private markets. He is skilled in translating market data into actionable investment insights using quantitative and qualitative methods, with a strong foundation in equity valuation, risk management, alternative investments, and portfolio analysis.

Compliance and Audit Roles

To bolster its compliance functions, the company appointed Ms. Khushi Gangwani (ACS: 80518) as Company Secretary and Compliance Officer effective May 18, 2026. Ms. Gangwani is a qualified Company Secretary with over two years of professional experience, with hands-on expertise in matters relating to the Insolvency and Bankruptcy Code, 2016 (IBC), including Corporate Insolvency Resolution Process (CIRP), liquidation proceedings, and personal guarantor cases. She has worked extensively on high-value assignments and listed entity engagements, handling compliance, stakeholder coordination, regulatory filings, and NCLT-related processes.

The board further appointed Mr. Bhaveshkumar Arjunkumar Rawal (FCS: 8812; CP No. 10257), a Practicing Company Secretary, as Secretarial Auditor for a term of five consecutive years commencing from FY 2025-26 to FY 2029-30. Mr. Akash Mehta (Membership No. 168508), a Practicing Chartered Accountant with over 11 years of professional experience in statutory audit, tax advisory, GST compliance, and financial consultancy, was appointed as Internal Auditor for the same five-year term from FY 2025-26 to FY 2029-30.

Summary of Appointments

The following table summarises all key appointments approved at the board meeting:

Updated KMP Structure

Following the appointments of Mr. Krish Piyush Shah as CFO and Ms. Khushi Gangwani as Company Secretary & Compliance Officer, the structure of the company's Key Managerial Personnel has been revised. In accordance with Regulation 30(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Devinsu Trading disclosed the updated KMP details to the stock exchange for the purpose of determining the materiality of events or information and for making requisite disclosures. The updated KMP structure is as follows:

The disclosure was signed by Mr. Deniis Desai, Whole Time Director (DIN: 02904192), on behalf of Devinsu Trading Limited from Mumbai. The updated KMP information has also been made available on the company's website.