Devinsu Trading Limited is the subject of a mandatory open offer under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Three acquirers — Mr. Jaison Vijay Shah (Acquirer 1), Mr. Mukesh Kumar Bothra (Acquirer 2), and Yora Gems & Jewellery Private Limited (Acquirer 3) — are offering to acquire up to 1,52,880 fully paid-up equity shares of face value ₹10 each, representing 26.00% of the voting share capital of the target company, at a price of ₹355.00 per equity share payable in cash, aggregating to ₹5,42,72,400.

Offer Details at a Glance

The key parameters of the open offer are summarised below:

Background of the Offer

The open offer was triggered by a Share Purchase Agreement (SPA) dated May 20, 2026, entered into between the acquirers and promoter seller Mr. Deniis Desai. Under the SPA, the acquirers agreed to acquire 1,71,493 equity shares representing 29.17% of the voting share capital of Devinsu Trading Limited at ₹355.00 per share, for a total purchase consideration of ₹6,08,80,015. The acquirers paid ₹4,28,73,250 as an Earnest Money Deposit at the time of execution of the SPA. The balance purchase consideration of ₹1,80,06,765 is payable upon completion of takeover formalities. A Public Announcement was made on May 20, 2026, and the Detailed Public Statement was published on May 27, 2026.

Upon completion of the acquisition, Mr. Deniis Desai will no longer hold any stake in the target company and will be reclassified as a public shareholder in accordance with Regulation 31A of the SEBI (LODR) Regulations, 2015. The object of the takeover is substantial acquisition of shares and voting rights and taking control over the management of the target company.

About the Acquirers

The three acquirers bring distinct profiles to the transaction:

• Mr. Jaison Vijay Shah (Acquirer 1): An Overseas Citizen of India Card Holder with approximately 6 years of experience in business development. His net worth is ₹4,476.64 Lakhs as on March 31, 2026. Under the SPA, he is acquiring 1,25,243 equity shares representing 21.30% of the voting share capital on a non-repatriable basis.
• Mr. Mukesh Kumar Bothra (Acquirer 2): A Chartered Accountant with approximately 23 years of practice experience. His net worth is ₹226.62 Lakhs as on March 31, 2026. Under the SPA, he is acquiring 17,150 equity shares representing 2.92% of the voting share capital. He has been serving as an Additional Non-Executive Non-Independent Director of the target company since February 04, 2026.
• Yora Gems & Jewellery Private Limited (Acquirer 3): An unlisted private limited company incorporated in Gujarat, with Mr. Mukesh Kumar Bothra and Mr. Rishabhkumar Mukesh Bothra each holding 50.00% of its share capital. Under the SPA, Acquirer 3 is acquiring 29,100 equity shares representing 4.95% of the voting share capital.

About Devinsu Trading Limited

Devinsu Trading Limited was incorporated on May 28, 1985 under the Companies Act, 1956. The company's registered office is situated at 2, Floor-1, Plot 90/94, Zaveri Mansion, Shaikh Memon Street, Zaveri Bazar, Kalbadevi, Mumbai-400002, Maharashtra. As on date, the company's authorised share capital is ₹1,00,00,000 comprising 10,00,000 equity shares of face value ₹10 each, while the issued, subscribed and paid-up equity share capital is ₹58,80,000 comprising 5,88,000 equity shares of face value ₹10 each. The equity shares are listed on BSE Limited and are classified as infrequently traded.

The target company's audited financial performance over three years is presented below (figures in Lakhs):

Offer Price Justification and Financial Arrangements

The equity shares of Devinsu Trading Limited recorded nil trading volume on BSE during the twelve calendar months preceding the month of the Public Announcement (May 2025 to April 2026), qualifying them as infrequently traded under Regulation 2(j) of the SEBI (SAST) Regulations, 2011. Accordingly, the offer price of ₹355.00 per equity share has been determined under Regulation 8(2) of the SEBI (SAST) Regulations, 2011. The fair value per equity share was independently certified at ₹354.66 by a registered valuer vide Valuation Report dated May 20, 2026, taking into account parameters including book value and comparable trading multiples.

In compliance with Regulation 17 of the SEBI (SAST) Regulations, 2011, the acquirers have deposited ₹1,40,00,000 in cash into an escrow account — "Devinsu Open Offer Escrow Account" — with Yes Bank Limited, representing 25.80% of the maximum consideration payable. The acquirers have confirmed that the open offer obligation will be met entirely through their own resources, with no borrowings from any bank or financial institution.

Pre and Post-Offer Shareholding

The indicative shareholding structure before and after the open offer (assuming full acceptance) is as follows:

The offer is unconditional and not subject to any minimum level of acceptance. Shareholders may tender their equity shares through their respective stockbrokers via the BSE Acquisition Window during the tendering period from Monday, August 17, 2026 to Monday, August 31, 2026. The last date for communicating acceptance, payment of consideration, and return of unaccepted shares is Tuesday, September 15, 2026.

Devinsu Trading Limited has scheduled its 41st Annual General Meeting for August 13, 2026, to be held through Video Conferencing or Other Audio Visual Means. The meeting will seek shareholder approval for the audited financial statements for the financial year ended March 31, 2026, and the re-appointment of Mr. Deniis Desai as a Whole-time Director.

Key Resolutions

The Board recommends the appointment of M/s. Natvarlal Vepari & Co., Chartered Accountants, as the Statutory Auditors for a term of five years, effective from the conclusion of this AGM until the conclusion of the 46th AGM to be held for the financial year 2030-31. The proposed fees for the financial year 2026-27 are ₹60,000.

Shareholders will also consider the appointment of Mrs. Sangita Hiren Shukla (DIN: 11647378) as an Independent Director for a period of five years commencing from May 18, 2026, to May 17, 2031.

Financial Approvals

The meeting includes special resolutions to authorize the Board to provide loans, guarantees, or security and acquire securities of other body corporates up to an aggregate amount of ₹100 crore. This limit is over and above the permissible limits under Section 186(2) of the Companies Act, 2013.

Additionally, the company seeks approval to advance loans, give guarantees, or provide security to entities in which directors are interested up to an aggregate limit of ₹50 crore under Section 185 of the Companies Act, 2013.

E-Voting and Meeting Details

Remote e-voting will commence on August 10, 2026, at 9:00 a.m. IST and conclude on August 12, 2026, at 5:00 p.m. IST. Shareholders whose names appear in the Register of Members as on the record date of August 06, 2026, are eligible to vote.