Devinsu Trading Limited has disclosed the completion of a substantial acquisition by Deniis Desai, who has acquired 91,493 equity shares representing an 18.30% stake in the company. The acquisition was completed on December 20, 2025, pursuant to a Share Purchase Agreement dated July 9, 2025.

Acquisition Details

The substantial acquisition disclosure filed under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 reveals the following key details:

Share Capital Structure

The company's equity share capital remains unchanged following the transaction:

Regulatory Compliance

Deniis Desai, identified as the acquirer and belonging to the promoter group, has filed the mandatory disclosure with BSE Limited on December 23, 2025. The acquisition was executed through an off-market transaction pursuant to the Share Purchase Agreement, with the open offer being triggered by virtue of the share purchase agreement entered on July 9, 2025.

Management Transition Context

This acquisition completion aligns with the company's earlier announcement of a board meeting scheduled for December 26, 2025, where Deniis Desai's appointment as director was to be formalized. The substantial stake acquisition establishes Desai's significant ownership position in the company, marking a crucial step in the management transition process.

Strategic Implications

The 18.30% stake acquisition by Deniis Desai represents a significant ownership position in Devinsu Trading Limited. This substantial holding, combined with the planned directorship, positions Desai to influence the company's strategic direction and operational decisions going forward.

The completion of this acquisition, following the formal share purchase agreement and regulatory compliance requirements, establishes a new ownership structure for the Mumbai-based trading company.

Devinsu Trading has received an open offer from Deniis Desai to acquire up to 26% of the company's emerging voting capital. This move could potentially give Desai control of the company. The offer is part of a larger transaction that includes a share purchase agreement and a proposed preferential allotment.

Key Details of the Open Offer

Background of the Transaction

The open offer has been triggered by two key events:

1. Share Purchase Agreement: Desai has entered into an agreement to acquire 91,493 equity shares (14.52% stake) from the current promoter, Sunshine Fibre Private Limited.

2. Proposed Preferential Issue: The board of Devinsu Trading has approved a preferential allotment of 1,30,000 shares, of which 80,000 will be issued to Desai.

Impact on Shareholding

If the open offer is fully subscribed, along with the completion of the share purchase and preferential allotment, Desai could potentially hold up to 53.22% of the emerging voting capital of Devinsu Trading Limited.

Financial Arrangements

Desai has made firm financial arrangements for the offer, depositing the full consideration of ₹5.73 crores in an escrow account. His net worth, as certified by a chartered accountant, stands at ₹1,314.17 lakhs.

Valuation and Offer Price Justification

The offer price of ₹350.00 per share is justified based on the valuation parameters, including a fair value of ₹348.21 per share as determined by an independent valuer.

Company Profile

Devinsu Trading Limited is currently not generating revenue from operations but earns income through dividends and investments. The company's memorandum of association allows for trading and financing activities.

Implications for Shareholders

Eligible shareholders of Devinsu Trading Limited can tender their shares during the offer period. The acquisition, if successful, would lead to a change in control of the company, with Desai gaining management control and the current promoter being reclassified as a public shareholder.

Regulatory Compliance

The open offer is being made in compliance with SEBI regulations. The acquirer will ensure that the company maintains the minimum public shareholding as required by the rules.

Shareholders are advised to carefully review the detailed terms and conditions of the offer as outlined in the Letter of Offer before making a decision.