Devinsu Trading held its adjourned 41st Annual General Meeting on August 20, 2026. The session addressed routine corporate governance matters and special resolutions regarding board composition.

The meeting commenced at 11:00 am via video conferencing and concluded at 11:12 am. Five shareholders attended the virtual session. Khushi Gangwani, Company Secretary and Compliance Officer, presided over the proceedings.

Board and Management Presence

The following directors and key managerial personnel were present at the AGM:

Deniis Desai served as Chairperson for the meeting. Ranjit Binod Kejriwal was appointed as the scrutinizer for electronic voting.

Agenda Items

Shareholders considered both ordinary and special business items. The ordinary business included adopting the audited financial statements for FY26 and reappointing Deniis Desai as a Whole-Time Director by rotation.

Special business items required shareholder approval for:

• Appointment of Statutory Auditors and approval of their remuneration
• Appointment of Sangita Hiren Shukla as an Independent Director
• Approval for loans, investments, guarantees, or security under Section 186 of the Companies Act, 2013
• Authorization to give loans and advances under Section 185 of the Companies Act, 2013

Voting Process

E-voting remained open from August 10, 2026, at 9:00 am to August 12, 2026, at 5:00 pm. Attendees who had not voted remotely were given 15 minutes after the conclusion of proceedings to cast their votes electronically. The company will declare voting results upon receipt of the scrutinizer's report.

Devinsu Trading Limited’s open offer to public shareholders opens on Monday, August 17, 2026. The acquirers—Mr. Jaison Vijay Shah, Mr. Mukesh Kumar Bothra, and Yora Gems & Jewellery Private Limited—are offering to buy up to 1,52,880 equity shares, representing 26.00% of the voting share capital, at ₹355.00 per share. The offer will remain open until Monday, August 31, 2026.

The Committee of Independent Directors (IDC) of Devinsu Trading has recommended the offer as fair and reasonable for public shareholders. The recommendation was published on August 13, 2026, in Business Standard (English and Hindi editions) and Navshakti (Marathi edition). The IDC based its opinion on a review of the Public Announcement dated May 20, 2026, the Detailed Public Statement dated May 27, 2026, and the Letter of Offer dated August 4, 2026. The committee noted that the offer price is in accordance with SEBI (SAST) Regulations, 2011.

Offer Details and Timeline

The key parameters of the open offer are as follows:

The Letter of Offer was dispatched to public shareholders on August 10, 2026. The identified date for determining eligible shareholders was August 3, 2026. However, all public shareholders, including those who acquired shares after this date, are eligible to participate in the open offer during the tendering period. Shareholders holding shares in physical form may tender through registered stockbrokers by submitting Form SH-4. Those with dematerialized shares must approach their stockbrokers within normal trading hours via the BSE Acquisition Window.

Background and Acquirer Profiles

The open offer was triggered by a Share Purchase Agreement dated May 20, 2026, between the acquirers and promoter seller Mr. Deniis Desai. Under the agreement, the acquirers purchased 1,71,493 equity shares (29.17% stake) at ₹355.00 per share. Mr. Desai exited due to non-pursuance of business plans amid prevailing geopolitical uncertainties. Upon completion, Mr. Desai will cease to hold any stake and be reclassified as a public shareholder under Regulation 31A of the SEBI (LODR) Regulations, 2015.

The acquirers bring distinct profiles:

• Mr. Jaison Vijay Shah: An Overseas Citizen of India Card Holder with six years of experience in business development. His net worth is ₹4,476.64 Lakhs as on March 31, 2026. He is acquiring 1,25,243 shares (21.30%) on a non-repatriable basis.
• Mr. Mukesh Kumar Bothra: A Chartered Accountant with 23 years of practice experience. His net worth is ₹226.62 Lakhs as on March 31, 2026. He is acquiring 17,150 shares (2.92%) and serves as an Additional Non-Executive Non-Independent Director.
• Yora Gems & Jewellery Private Limited: An unlisted private limited company incorporated in Gujarat. Mr. Mukesh Kumar Bothra and Mr. Rishabhkumar Mukesh Bothra each hold 50.00% of its share capital. It is acquiring 29,100 shares (4.95%).

Financial Performance and Valuation

Devinsu Trading Limited’s audited financial performance for FY26 showed a net profit of ₹80.03 Lakhs, down from ₹118.34 Lakhs in FY25. Revenue from operations was ₹9.45 Lakhs in FY26, compared to nil in FY25. Other income contributed significantly to total income, standing at ₹125.20 Lakhs in FY26 versus ₹188.90 Lakhs in FY25. The book value per share is ₹356.10 as on March 31, 2026.

The offer price of ₹355.00 per share is aligned with the fair value certified by a registered valuer at ₹354.66 per share vide report dated May 20, 2026. The equity shares were classified as infrequently traded due to nil trading volume on BSE during the twelve months preceding the public announcement. The acquirers have deposited ₹1,40,00,000 in an escrow account with Yes Bank Limited, representing 25.80% of the maximum consideration, funded entirely through own resources.

Post-Offer Shareholding Structure

Assuming full acceptance of the open offer, the post-offer shareholding structure will be:

The last date for communication of acceptance and payment is September 15, 2026. The offer is unconditional.