July 16, 2025

MCAPL: MUM: 2025-26: 0081

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

Dear Sir/Madam.

Sub $\ddot{\phantom{a}}$ Submission of Detailed Public Statement ("DPS")

Ref Open Offer to the Public Shareholders of Devinsu Trading Limited ("Devinsu"/"Target $\frac{1}{2}$ Company")

In furtherance to our earlier letter dated July 09, 2025, we hereby inform you that the DPS has been published today i.e., July 16, 2025, as envisaged.

As required under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereto ("SEBI (SAST) Regulations, 2011"), the DPS has been published in the following newspapers:

Newspapers	Language	Editions
Business Standard	English	All Editions
Business Standard	Hindi	All Editions
Navshakti	Marathi	Mumbai

We are enclosing herewith a soft copy of a newspaper clipping of the DPS published in Business Standard (English).

All capitalised terms not defined herein shall have the same meaning, as specified in the enclosed DPS.

Kindly take the above on your record and disseminate the DPS on your website.

For Mark Corporate Advisors Private Limited

Manish Gaur Asst. Vice President

Encl: As Above.

MARK CORPORATE ADVISORS PVT. LTD. CIN No: U67190MH2008PTC181996 SEBI Registration No.: INM000012128 GSTIN/UIN: 27AAFCM5379J1ZY 404/1, The Summit, Sant Janabai Road, (Service Lane), Off. W. E. Highway, Vile Parle (E), Mumbai - 400 057 Tele: +91 22 2612 3207 Fax: +91 22 2612 3208 Web: www.markcorporateadvisors.com E-mail: [email protected] DETAILED PUBLIC STATEMENT UNDER REGULATIONS 13(4), 14(3) AND 15(2) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, FOR THE ATTENTION OF THE ELIGIBLE EQUITY SHAREHOLDERS OF

DEVINSU TRADING LIMITED

(CIN: L51900MH1985PLC036383)

$5)$

Ε.

Regd Office: 102, Floor-10, Plot-220, Maker Chamber VI, Jamnalal Bajaj Marg, Nariman Point, Mumbai-400021 Tel. No.: +91 22 4962 2754 · Email ID: [email protected] · Website: www.devinsutrading.com

Open Offer for acquisition up to 1.63.800 fully paid-up equity shares having face value of ₹10 each ("Offer Shares") representing 26.00% of the Emerging Voting Share Capital (as defined below) of Devinsu Trading Limited ("Devinsu"/"Target Company") from the eligible equity shareholders (as defined below) of Target Company, in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations, 2011") by Mr. Deniis Desai ("Acquirer") ("Open Offer"/"Offer"), pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations, 2011").

This Detailed Public Statement ("DPS") is being issued by Mark Corporate Advisors Private Limited ("Manager" to Open Offer") for and on behalf of the Acquirer, to the eligible equity shareholders (as defined below) of the Target Company in compliance with Regulations 3(1) and 4 read with Regulations 13(4), 14(3), 15(2) and other annicable requisitions of SEBI (SAST) Requisitions 2011 and pursuant to the Public Appointment ("PA") filed with BSE Limited ("BSE"), Securities and Exchange Board of India ("SEBI") and the Target Company on July 09, 2025 through email and filed hard copy with SEBI on July 10, 2025.

For the purposes of this DPS, the following terms shall have the meaning assigned to them herein below.

(i) "Eligible Equity Shareholders" shall mean all the shareholders of the Target Company, excluding the Acquirer, existing Promoters/Promoter Group of the Target Company, the allottees in the Underlying Transaction (as defined below), and any persons deemed to be acting in concert ("Deemed PACs") with the parties mentioned herein, pursuant to and in compliance with the provisions of Regulation 7(6) of SEBI (SAST) Regulations, 2011;
"Existing Paid-up Equity Share Capital" shall mean ₹50,00,000 Equity Share Capital divided into 5,00,000 $(ii)$ equity shares having face value of ₹10 each of the Target Company;
(iii) "Preferential Allotment"/"Preferential Issue" shall mean proposed issue and allotment of 1,30,000 equity shares in aggregate to Acquirer and Non-Promoters having face value of ₹10 each at a price of ₹350.00 per equity share of the Target Company for cash consideration, out of which 80,000 equity shares proposed to be issued and allotted to Acquirer and 50,000 equity shares proposed to be issued and allotted to Non-Promoters. The said Preferential Issue has been approved by the Board of Directors in their meeting held on July 09, 2025 and is subject to the receipt of approval from Shareholders and other requisite approval, if any.
(iv) "Emerging Voting Share Capital" shall mean ₹63,00,000 Equity Share Capital divided into 6,30,000 equity shares having face value of ₹10 each of the Target Company on a fully diluted basis as of the tenth (10ⁿ) working day from the closure of the Target Company on a fully diluted basis as of the tenth (10ⁿ) working day fr the Target Company i.e., 5,00,000 equity shares; and (ii) 1,30,000 equity shares in aggregate proposed to be issued and allotted to Acquirer and Non-Promoters in the Preferential Issue by the Target Company;
(v) "SEBI (SAST) Regulations, 2011" shall mean Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended;
(vi) "Working Day" means any working day of the Securities and Exchange Board of India ("SEBI").
ACQUIRER, SELLER, TARGET COMPANY AND OFFER:

A. Information about the Acquirer

1. Information about Mr. Deniis Desai ("Acquirer"):
1.1. Mr. Deniis Desai, s/o Bhupendra Thakorbhai Desai, aged about 45 years, is resident of 3402. Raheia Odyssey, Village Magathane, Borivali (East), Mumbai-400066. His Permanent Account Number under Indian Income Tax Act, 1961 is AGRPD9017H. He holds the degree of Master of Management Studies from N. L. Dalmia Institute of Management Studies and Research. Mumbai University. He has around 17 years of experience in the real estate sector. His Contact No. is +91 91524 44445 and Email ID is denisdesai@gmail.
1.2. Acquirer is not part of any group.
1.3. Acquirer do not hold any position in any of the listed company.
1.4. The Net worth of Acquirer is ₹1.314.17 Lakhs as on March 31, 2025 as certified by CA Chirag Surana. (Membership No. 166861) Partner, M/s Surana Jain & Co., Chartered Accountants (FRN: 149426W) vide certificate dated April 30, 2025, having Office at B-302, Prathmesh Appartment, Gundavali, Andheri (East), Mumbai-400069. Contact No. is +91 81080 06380 and Email ID is [email protected].
1.5. As on date, Acquirer do not hold any Equity Shares of the Target Company. Further, Acquirer has entered into a Share Purchase Agreement ("SPA") with the Promoter Seller to acquire 91,493 equity shares representing 14.52% of the Emerging Voting Share Capital of the Target Company.
The Acquirer has not been prohibited by SEBI from dealing in securities, in terms of directions issued under $2.$ Section 11B of the SEBI Act, 1992, as amended, or any other Regulations made under the SEBI Act.
$3.$ The Acquirer has not been categorized or declared as: (i) a 'wilful defaulter' issued by any bank, financial institution, or consortium thereof in accordance with quidelines on wilful defaulters issued by Reserve Bank of India in terms of Regulation 2(1)(ze) of SEBI (SAST) Regulations, 2011; or (ii) a fugitive economic offender under Section 12 of Fugitive Economic Offenders Act, 2018 (17 of 2018) in terms of Regulation 2(1)(ja) of SEBI (SAST) Regulations, 2011.
There are no Persons Acting in Concert ("PACs") for the purpose of this Open Offer within the meaning of $\overline{4}$ . Regulation 2(1)(q)(1) of the SEBI (SAST) Regulations, 2011.
1. As on date, the Acquirer is neither holding any kind of stake in the Target Company nor is having any relationship with /interest in the Target Company. The Acquirer has entered into Share Purchase Agreement with the Promoter Seller for acquisition of 91,493 equity shares representing 14.52% of the Emerging Voting Share Capital of the Target Company. Further, the Acquirer also agreed to subscribe for proposed issue and allotment of 80,000 equity shares representing 12.70% of the Emerging Voting Share Capital of the Target Company to himself in the preferential issue.

B. Information about the Seller/Promoter Seller:

1) Pursuant to the Share Purchase Agreement ("SPA") entered into between the Acquirer and the Promoter Seller on July 09, 2025, the Acquirer has agreed to acquire 91,493 equity shares having face value of ₹10 each at a price of ₹350.00 per equity share representing 14.52% of the Emerging Voting Share Capital from the following Promoter Seller of the Target Company:

	Part of	Details of Shares/Voting Rights held by the Selling Shareholders
	Promoter		Pre-Transaction	Post Transaction
Name, PAN & Address	Group (Yes/No)	Number	$%$ vis a vis Emerging Voting Share Capital	Number	% vis a vis Emerging Voting Share Capital
Sunshine Fibre Private Limited	Yes	91,493	14.52%	Nil	N.A.
("Promoter Seller")
PAN: AAHCS5296G
CIN: U17290MH2003PTC142029
Registered Office Address:
102, Floor-10, Plot-220, Maker
Chamber VI, Jamnalal Bajaj Marg,
Nariman Point, Mumbai-400021

This Offer is not conditional upon any minimum level of acceptance by the Equity Shareholders of the Target $4)$

Company in terms of Regulation 19(1) of the SEBI (SAST) Regulations, 2011.
This is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations, 2011
The Equity Shares of the Target Company which will be acquired by the Acquirer are fully paid up, free from $6)$ all liens, charges and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof.
As on date, there are no instruments pending for conversion into Equity Shares
The Manager to the Offer viz., Mark Corporate Advisors Private Limited does not hold any Equity Shares in $8)$ the Target Company. They declare and undertake that they shall not deal in the Equity Shares of the Target Company during the period commencing from the date of triggering the Offer till the expiry of 15 days from the date on which the payment of consideration to the shareholders who have accepted the Open Offer is made, or the date on which the Open Offer is withdrawn as the case may be.

The Acquirer does not have any plans to alienate any significant assets of the Target Company whether by way of sale, lease, encumbrance or otherwise for a period of two (2) years except in the ordinary course of business. The Target Company's future policy for disposal of its assets, if any, within two (2) years from the completion of Offer will be decided by its Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders through Special Resolution passed by way of postal ballot in terms of Regulation 25(2) of the Regulations

As per Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 ("SEBI (LODR) Regulations, 2015") read with Rule 19A of the Securities Contract (Regulation) Rules, 1957, as amended ("SCRR"), the Target Company is required to maintain at least 25% public shareholding, on continuous basis for listing. As a result of the acquisition of Equity Shares in this Open Offer and the Underlying Transaction, the public shareholding in the Target Company will not fall below the minimum level required as per Rule 19A of the SCRR read with SEBI (LODR) Regulations, 2015, as amended.

BACKGROUND TO THE OFFER:

The Acquirer has entered into a Share Purchase Agreement ("SPA") on July 09, 2025, with the existing Promoter Seller to acquire 91,493 Equity Shares held by the Promoter Seller having face value of ₹10 each representing 14.52% of the Emerging Voting Share Capital of the Target Company at a price of ₹350.00 each, aggregating to a sum of ₹320.22 Lakhs payable in cash. Further, The Target Company in its Board Meeting held on July 09, 2025 approved issue and allotment of 1,30,000 equity shares having face value of ₹10.00 each representing 20.63% of the Emerging Voting Capital of the Target Company at an Issue Price of ₹350.00 per equity to the Acquirer and the Non-Promoters, out of which, 80,000 equity shares having face value of ₹10.00 each representing 12.70% of the Emerging Voting Capital of the Target Company are proposed to be issued and allotted to the Acquirer and the balance 70,000 equity shares having face value of ₹10.00 each representing 11.11% of the Emerging Voting Capital of the Target Company are proposed to be issued and allotted to the Non-Promoters.
Pursuant to SPA and Preferential Allotment of 80,000 equity shares proposed to be made to the Acquirer $2)$ the Acquirer is making this Open Offer in terms of Regulations 3(1) and 4 of the SEBI (SAST) Regulations 2011 to acquire up to 1.63.800 equity shares of face value of ₹10 each, representing 26.00% of the Emerging Voting Share Capital of the Target Company at a price of ₹350.00 per equity share ("Offer Price"), payable in cash, subject to the terms and conditions set out in the PA, this DPS and the LoF that will be sent to the Public Shareholders of the Target Company.
The Offer Price is payable in cash, in accordance with Regulation 9(1) of SEBI (SAST) Regulations, 2011. $3)$

At present, the Acquirer does not have any plans to make major changes to the existing line of business of $4)$ the Target Company except for the ordinary course of business. The Acquirer may expand operations of the Target Company into new areas with the prior approval of the Shareholders. The Acquirer may reorganize the present Capital structure of the Company and also further strengthen the Board

The Object of the takeover is substantial acquisition of Shares/Voting Rights and taking control over the $5)$ Management of the Target Company.

SHAREHOLDING AND ACQUISITION DETAILS:

The current proposed Equity Shareholding of the Acquirer in the Target Company and the details of the acquisition are as follows

Particulars Shareholding as on PA date		Shares agreed to be acquired through SPA and Preferential Issue		Shares acquired between PA date and the DPS date		Shares proposed to be acquired in the Offer (assuming full acceptance)		Post Offer shareholding as on 10 ^th working day after closing of Tendering Period
$\%$ No of Shares		No of Shares	$\%$	No of Shares	$\%$	No of Shares	$\%$	No of Shares	$\%$
Acquirer	Nil	N.A.	$1.71.493^{(i)}$	27.22	Nil	N.A.	1.63.800	26.00	3.35.293	53.22
TOTAL	Nil	N.A.	1.71.493 ⁽¹⁾	27.22	Nil	N.A.	1,63,800	26.00	3,35,293	53.22

(i) It includes proposed issue and allotment of 80,000 equity shares representing 12.70% of the Emerging Voting Share Capital of the Target Company against cash on Preferential Issue basis to the Acquirer which is approved by the Board of Directors in their meeting held on July 09, 2025 and is subject to approval from the shareholders of the Target Company.

IV. OFFER PRICE:

$1)$ The Equity Shares of the Target Company are presently listed on BSE Limited, Mumbai ("BSE") having a scrip code as 512445. The Equity Shares of the Target Company are infrequently traded on BSE within the meaning of explanation provided in Regulation 2(j) of the SEBI (SAST) Regulations, 2011. The ISIN of the Target Company is INE07LH01016.
The annualized trading turnover of the Equity Shares of the Target Company during Twelve (12) calendar $2)$ months preceding the month of PA (July 2024 to June 2025) on the Stock Exchange on which the equity shares of the Target Company are listed is given below:

Name of the Stock Exchange	Total Number of shares traded during the preceding twelve calendar months prior to the month of PA	Total No. of Equity Shares listed	Annualized trading turnover (as % of total number of listed shares
BSE Limited	Nil	5.00.000	Not Applicable
(Source: www.bseindia.com)

3) Based on the above, the equity shares of the Target Company are infrequently traded on BSE during twelve (12) calendar months preceding the calendar month in which PA is made within the meaning of explanation provided in Regulation 2(j) of the Regulations.
4) The Offer Price of ₹350.00 is justified in terms of Regulation 8(2) of the Regulations on the basis of the following

Sr. No.	Particulars		Amount (In. ₹)
a)	Negotiated Price as per Share Purchase Agreement	÷	₹350.00
b)	Issue and Allotment of Equity Shares in the Preferential Issue	٠	₹350.00
c)	The volume-weighted average price paid or payable per Equity Share for acquisition by the Acquirer, for 52 weeks immediately preceding the date of Public Announcement		N.A.
d)	The highest price paid or payable for any acquisition by the Acquirer, during 26 weeks : immediately preceding the date of the Public Announcement		N.A.
e)	The volume-weighted average market price of Equity Shares of the Target Company for a period of sixty (60) trading days immediately preceding the date of PA as traded on BSE, being the Stock Exchange where the maximum volume of trading in the shares of the Target Company are recorded during such period and such shares being infrequently traded		N.A.
f	Where the shares are not frequently traded, the price determined by the Acquirers and the : Manager taking into account valuation parameters including, book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies.		₹348.21
	In view of the parameters considered and presented in the table above and in the opinion of the Acquirer and Manager to the Offer, the Offer Price of ₹350.00 per Equity Share is justified in terms of Regulation 8 of the

VI. STATUTORY AND OTHER APPROVALS REQUIRED FOR THE OFFER:

1) As of the date of this DPS, there are no Statutory Approvals required by the Acquirer to complete the underlying transaction and this Open Offer, except for the approval of the Shareholders for the Preferential Issue and In-Principle approval from BSE Limited, Mumbai ("BSE"). In case, if any Statutory Approval(s) are required or become applicable at a later date before the closure of the Tendering Period, this Open Offer shall be subject to the receipt of such Statutory Approval(s). The Acquirer shall make the necessary applications for such Statutory Approvals.
In the event of non-receipt of any of such Statutory Approvals which may become applicable prior to $2)$ completion of Open Offer, for reasons outside the reasonable control of the Acquirer, the Acquirer shall have the right to withdraw this Open Offer in accordance with the provisions of Regulation 23(1) of the SEBI (SAST) Regulations, 2011.

In the event of withdrawal of this Offer, the Acquirer (through Manager to the Open Offer) shall issue a Public Announcement within two (2) working days of such withdrawal stating the grounds for the withdrawal
in accordance with Regulation 23(2) of the SEBI (SAST) Regulations, in the same newspapers in which this DPS has been published and copy of such Public Announcement will also be sent to SEBI, Stock Exchange(s) and to the Target Company at its Registered Office.

In case of delay in receipt of any Statutory Approval(s), pursuant to Regulations 18(11) of the Regulations, SEBI may, if satisfied, that delay in receipt of requisite Statutory Approval(s) was not attributable to any willful default, failure or neglect on the part of the Acquirer to diligently pursue such approvals, may grant an extension of time for the purpose of the completion of this Offer, subject to Acquirer agreeing to pay interest for the delayed period, provided where the Statutory Approval(s) extend to some but not all Equity Shareholders, the Acquirer has the option to make payment to such Shareholders in respect of whom no Statutory Approval(s) are required in order to complete this Open Offer. Further, in case the delay occurs on account of wilful default by the Acquirer in obtaining any Statutory Approval(s) in time, the amount lying in the Escrow Account will be liable to be forfeited and dealt with pursuant to Regulation 17(10)(e) of the Regulations.
If the holders of the Equity Shares who are not persons resident in India (including NRIs, OCBs and registered $4)$ FPIs and FIIs require any approvals (including from Reserve Bank of India ("RBI"), the Foreign Investment Promotion Board or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit such previous approvals, that they would have obtained for holding the Equity Shares. to tender the Equity Shares held by them in this Open Offer, along with the other documents required to be tendered to accept this Open Offer. In the event such approvals are not submitted, the Acquirer reserve the right to reject such Equity Shares tendered in this Open Offer.

VII. TENTATIVE SCHEDULE OF ACTIVITIES PERTAINING TO THE OFFER:

Sr. No.	Nature of Activity	Day & Date ⁽¹⁾
1)	Date of Public Announcement	Wednesday, July 09, 2025
2)	Date of publication of Detailed Public Statement	Wednesday, July 16, 2025
3)	Last date for filing of Draft Letter of Offer with SEBI	Wednesday, July 23, 2025
4)	Last date for public announcement for competing offer(s)	Wednesday, August 06, 2025
5)	Last date for receipt of SEBI observations on the DLoF (in the event SEBI has not sought clarifications or additional information from the Manager)	Wednesday, August 13, 2025
6)	Identified Date ⁽²⁾	Monday, August 18, 2025
7)	Last date by which this LoF is to be dispatched to the Public Shareholders whose names appear on the register of members on the Identified Date	Monday, August 25, 2025
8)	Last date by which the committee of the independent directors of the Target Company is required to publish its recommendation to the Public Shareholders for this Open Offer	Thursday, August 28, 2025
9)	Last date for upward revision of the Offer Price and/or Offer Size	Friday, August 29, 2025
10)	Date of Public Announcement for Opening the Offer	Monday, September 01, 2025
11)	Date of Commencement of the Tendering Period ("Offer Opening Date")	Tuesday, September 02, 2025
12)	Date of Closing of the Tendering Period ("Offer Closing Date")	Tuesday, September 16, 2025
13)	Last date for communicating Rejection/acceptance and payment of consideration for accepted equity shares or equity share certificate/ return of unaccepted share certificates/credit of unaccepted shares to Demat Account .	Tuesday, September 30, 2025

(1) The above timelines are indicative (prepared on the basis of timelines provided under the SFBI (SAST) Regulations, 2011) and are subject to receipt of relevant approvals from various statutory/regulat authorities and may have to be revised accordingly.

(2) Identified Date is only for the purpose of determining the names of the Eligible Equity Shareholders as on such date to whom the Letter of Offer will be sent. It is clarified that all the holders (registered or unregistered) of Equity Shares of the Target Company except the Acquirer. Promoter of the Target Company, are eligible to participate in this Offer any time during the tendering period of the Offer

VIII. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON-RECEIPT OF LETTER OF OFFER:

1) Persons who have acquired Equity Shares but whose names do not appear in the register of members of the Target Company on the Identified Date i.e., the date falling on the tenth (10^th) Working Day prior to the commencement of Tendering Period, or unregistered owners or those who have acquired Equity Shares after the Identified Date, or those who have not received the Letter of Offer, may also participate in this Offer. An accidental omission to send the Letter of Offer to any person to whom the Offer is made or the non-receipt or delayed receipt of the Letter of Offer by any such person will not invalidate the Offer in any way.
The Public Shareholders may also download the Letter of Offer from the website of SEBI i.e., www.sebi.gov. $2)$ in or obtain a copy of the same from the Registrar to the Offer on providing suitable documentary evidence of holding of the equity shares and their folio number, DP Identity, Client Identity, Current Address and Contact Details.
3) In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the number of Equity Shares agreed to be acquired in this Offer, the Acquirer shall accept those Equity Shares validly tendered by such Public Shareholders on a proportionate basis in consultation with the Manager to the Offer.
$4)$ The Open Offer will be implemented by the Acquirer subject to applicable laws, through the stock exchange mechanism made available by the stock exchanges in the form of a separate window ("Acquisition Window"), as provided under the SEBI (SAST) Regulations, 2011 and SEBI circular bearing number CIR/ CFD/POLICY/CELL/1/2015 dated April 13, 2015, as amended from time to time, read with the SEBI circular bearing number CFD/DCR2/CIR/P/2016/131 dated December 09, 2016, as amended from time to time ("Acquisition Window Circulars") and SEBI Circular bearing number SEBI/HO/CFD/DCR-III/CIR/P/2021/ 615 dated August 13, 2021 issued by SEBI. As per SEBI Circular bearing number SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, a lien shall be marked against the shares of the shareholders participating in the tender offer. Upon finalisation of the entitlement, only the accepted quantity of shares shall be debited from the demat account of the shareholders. The lien marked against unaccepted shares shall be released. The detailed procedure for tendering and settlement of shares under the revised mechanism is specified in the Annexure to the said circular. $5)$
BSE Limited, Mumbai ("BSE") shall be the Stock Exchange for the purpose of tendering the equity shares in the Open Offer
The Acquirer has appointed SW Capital Private Limited ("Buying Broker") for the purpose of this Open $6)$ Offer through whom the purchases and settlements on account of the Offered Shares tendered during the tendering period under this Open Offer will be made.
The Contact Details of the Buving Broker are mentioned below:
SW Capital Private Limited

⊺otal	103 n	52% . ∡د.14	Nil	N.A.
Annlica Not , N capie. 1.7 ٠.

2) The total purchase consideration for the above-mentioned SPA is ₹320.22 Lakhs. Out of which ₹75.00 Lakhs have been paid by Acquirer to the Seller as Earnest Money Deposit on the execution of SPA and the balance consideration after adjusting the earnest money deposit would be paid upon the completion of the takeover formalities/payment of consideration to the shareholders who have surrendered their shares in the Open Offer
3) The above-mentioned Equity Shares are currently lying in the Demat Account of the Promoter Seller, which shall be transferred to the demat account of the Acquirer in compliance with SEBI (SAST) Regulations, 2011.
The Seller has not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992, as amended or under any other Regulations made under the SEBI Act, 1992.
C. Information about the Target Company-Devinsu Trading Limited ("Devinsu"/"Target Company")
1) The Target Company was incorporated on May 28, 1985 under the Companies Act 1956 as "Devinsu Trading & Finance Company Limited" and a Certificate of Incorporation was issued by Registrar of Companies. Mumbai. Thereafter, the name of the Target Company was changed to "Devinsu Trading Limited" and a fresh Certificate of Incorporation was issued on August 14, 1997 by Registrar of Companies, Mumbai. The Corporate Identification Number of the Target Company is L51900MH1985PLC036383.
2) The Registered Office is currently situated at 102, Floor-10, Plot-220, Maker Chamber VI, Jamnalal Bajaj Marg, Nariman Point, Mumbai-400021. The Registered Office of the Target Company was previously situated at 603, 6^th Floor, Plot-207, Embassy Centre, Jamnalal Bajaj Marg, Nariman Point, Mumbai-400021, which is now shifted to the current address w.e.f. May 29, 2025.
3) As on date, the Target Company is not generating any Revenue from operations, However, Company is generating revenue through other modes of income such as Dividend, Profit on sale of Investments, profit on sale of Assets, Interest Income, etc. Its Memorandum of Association inter-alia includes the business of trading, supplying, importing, exporting, and acting as agents or brokers for a wide range of goods including agricultural products, textiles, chemicals, appliances, furniture, and industrial items; and to carry on financing activities for industrial or other enterprises by providing loans, guarantees, securities, assets, with or without security, under terms deemed suitable by the company.
4) As on date, the Authorized Share Capital of the Target Company is ₹1,00,00,000 comprising of 5,00,000 Equity Shares of face value ₹10 each and 50,000 1% Non-Cumulative Redeemable Preference Shares of ₹100 each. However, the Target Company in its Board Meeting held on July 09, 2025 has approved for reclassification of Authorized Share Capital to ₹1,00,00,000 comprising of 10,00,000 equity shares having face value of ₹10 each by reclassification of existing 50,000 1% Non-Cumulative Redeemable Preference Shares of ₹100 each into 5,00,000 Equity Shares of ₹10 each. The Issued, Subscribed and paid up Equity Share Capital of the Target Company is ₹50,00,000 comprising of 5,00,000 Equity Shares of face value ₹10 each
5) The equity shares of the Target Company are listed on BSE Limited, Mumbai ("BSE") having a scrip code as 512445. The Equity Shares of the Target Company are infrequently traded within the meaning of explanation provided in Regulation 2(j) of the SEBI (SAST) Regulations, 2011. The ISIN of the Target Company is INE07LH01016
6) As on date, the Target Company is fully compliant with the listing requirements. Further, there has not been any penal/punitive action taken by BSE.
7) The key financial information of the Target Company is based on the Audited Financial Statements for Financial Years ending on March 31, 2025, March 31, 2024, and March 31, 2023, are as follows:

(Figures in Lakhs, except EPS)
Particulars	FY 2024-2025	FY 2023-2024	FY 2022-2023
Total Revenue (Including Other Income)	188.90	81.88	50.79
Profit/(Loss) for the Year/Period	118.34	45.64	20.62
EPS $(7)$ per share)	23.67	9.13	4.12
Net worth/Shareholders' Funds	1.621.46	1.440.03	1.307.11

D. Details of the Offer:
The Acquirer is giving this Open Offer to acquire up to 1,63,800 equity shares having face value of ₹10 each, representing 26.00% of the Emerging Voting Share Capital of the Target Company at a price of ₹350 per
Equity Share ("Offer Price") aggregating to ₹5,73,30,000 payable in cash, subject to the terms and conditions set out in the Public Announcement ("PA"), this Detailed Public Statement ("DPS") and the Letter of Offer ("LoF"), which will be sent to the Public Shareholders of the Target Company.
$2)$ All Eligible Equity Shareholders of the Target Company registered or unregistered are eligible to participate in the Offer in terms of Regulation 7(6) of the SEBI (SAST) Regulations, 2011.
As on this date, there are no other statutory approvals required to acquire the equity shares tendered $3)$ pursuant to this Offer. If any other statutory approvals are required or become applicable at a later date before the completion of the Offer, the Offer would be subject to the receipt of such other statutory approvals. The Acquirer will not proceed with the Offer in the event such statutory approvals are refused in terms of Regulation 23 of the Regulations.
SEBI (SAST) Regulations, 2011. There have been no corporate actions in the Target Company warranting adjustment of relevant price parameters.
As on date, there is no revision in the Offer Price or Offer Size. In case of any revision in the Offer Price or 7) Offer Size, the Acquirer shall comply with Regulation 18 of the SEBI (SAST) Regulations, 2011 and all the provisions of the SEBI (SAST) Regulations, 2011 which are required to be fulfilled for the said revision in the Offer Price or Offer Size
If the Acquirer acquires or agrees to acquire any Equity Shares or Voting Rights in the Target Company during the offer period, whether by subscription or purchase, at a price higher than the Offer Price, the Offer
Price shall stand revised to the highest price paid or payable for any such acquisition in terms of Regulation 8(8) of Regulations. Provided that no such acquisition shall be made after the third working day prior to the commencement of the tendering period and until the expiry of the tendering period. Further, in accordance with Regulations 18(4) and 18(5) of the Regulations, in case of an upward revision to the Offer Price or to the Offer Size, if any, on account of competing offers or otherwise, the Acquirer shall (i) make public announcement in the same newspapers in which this DPS has been published; and (ii) simultaneously notify to SEBI, BSE and the Target Company at its Registered Office. Such revision would be done in compliance with other formalities prescribed under the Regulations.
If the Acquirer acquire Equity Shares of the Target Company during the period of twenty-six weeks after the tendering period at a price higher than the Offer Price, the Acquirer shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose shares have been accepted in the Offer within sixty days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under another Open Offer under Regulations, or pursuant to SEBI (Delisting of Equity Shares) Regulations, 2021, as amended, or open market purchases made in the ordinary course on the Stock Exchange, not being negotiated acquisition of shares of the Target Company in any form
If there is any revision in the offer price on account of future purchases/competing offers, or any other ground it will be done only up to the period prior to three (3) working days before the date of commencement of the Tendering Period and will be notified to the shareholders.

FINANCIAL ARRANGEMENTS:

$3)$

The total funds required for the implementation of the Offer (assuming full acceptance), i.e., for the acquisition of up to 1,63,800 fully paid-up Equity Shares having face value ₹10 each at a price of ₹350.00 per Equity Share is ₹573.30 Lakhs ("Maximum Consideration").

In accordance with Regulation 17 of SEBI (SAST) Regulations, 2011, the Acquirer has opened a Cash 2) Escrow Account under the name and style of "Devinsu-Open Offer Escrow Account" ("Escrow Account") with Axis Bank Limited ("Escrow Banker") bearing account number 925020032593503 and deposited an amount of ₹573.30 Lakhs, in cash, being 100.00% of the maximum consideration payable. The Acquirer has authorized the Manager to the Offer to operate and realize the value of the Escrow Account in terms of the Regulations. The cash deposit in the Escrow Account has been confirmed vide the Certificate dated July 11 2025 issued by the Escrow Banker.

The Acquirer has adequate financial resources and has made firm financial arrangements for implementation of the Open Offer, in terms of Regulation 25(1) of the SEBI (SAST) Regulations, 2011. The Open Offer obligation shall be met by the Acquirer through his own resources and no borrowings from any bank and/or financial institution are envisaged. CA Chirag Surana, (Membership No.: 166861), Partner, M/s Surana Jain and Co., Chartered Accountants (FRN: 149426W) having Office at B-302, Prathmesh Appartment, Gundavali, Andheri (East), Mumbai-400069. Contact No. is +91 81080 06380 and Email ID is suranajainandco@gmail com has certified vide certificate dated July 09, 2025, that sufficient resources are available with the Acquirer for fulfilling the obligations under this 'Offer' in full.
Based on the above, the Manager to the Offer is satisfied (i) about the adequacy of resources to meet the financial requirements of the Offer and the ability of the Acquirer to implement the Offer in accordance with the SEBI (SAST) Regulations, 2011; and (ii) that firm arrangements for payment through verifiable means are in place to fulfill the Offer obligations
In case of upward revision of the Offer Price and/or the Offer Size, the Acquirer shall deposit additiona appropriate amount into an Escrow Account to ensure compliance with Regulation 18(5) of the SEBI (SAST) Regulations, 2011, prior to effecting such revision
4^th Floor, Sunteck Centre, 37/40, Subhash Road, Near Garware House
Vile Parle (E), Mumbai-400 057, Maharashtra.
Tel No.: +91 22 4268 7439 Contact Person: Mr. Hemant Shah
Email ID: [email protected]
SEBI Registration No.: INZ 230013039 (NSE) / INZ 010013035 (BSE)
7) All Public Shareholders who desire to tender their Equity Shares under the Offer would have to intimate their respective Stock Broker ("Selling Broker") within the normal trading hours of the secondary market, during the Tendering Period.
8) A separate Acquisition Window will be provided by BSE to facilitate the placing of orders. The Selling Broker would be required to place an order / bid on behalf of the Public Shareholders who wish to tender Equity Shares in the Open Offer using the Acquisition Window of the BSE. Before placing the order/bid, the Selling Broker will be required to mark lien on the tendered Equity Shares. Details of such Equity Shares marked as lien in the demat account of the Public Shareholders shall be provided by the depository to the Indian Clearing Corporation ("Clearing Corporation").
As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations, 2015, as amended and SEBI's $9)$ press release dated December 03, 2018, bearing reference no. PR 49/2018, requests for transfer of securities shall not be processed unless the securities are held in dematerialised form with a depository with effect from April 01, 2019. However, in accordance with the circular issued by SEBI bearing reference number SEBI/ HO/CFD/ CMD1/CIR/P/2020/144 dated July 31, 2020, shareholders holding securities in physical form are allowed to tender shares in an open offer. Such tendering shall be as per the provisions of the SEBI (SAST) Regulations, 2011. Accordingly, Public Shareholders holding Equity Shares in physical form as well are eligible to tender their Equity Shares in this Open Offer as per the provisions of the SEBI (SAST) Regulations, 2011

10) Equity Shares should not be submitted/tendered to the Manager to the Open Offer, the Acquirer or the Target Company.

11) The detailed procedure for tendering Equity Shares in the Open Offer will be available in the Letter of Offer which shall be available on the website of SEBI i.e., www.sebi.gov.in.
IX. THE DETAILED PROCEDURE FOR TENDERING THE SHARES IN THE OFFER WILL BE AVAILABLE IN THE LETTER OF OFFER.

OTHER INFORMATION:

For the purpose of disclosures in this DPS relating to the Target Company, the Acquirer relied on the publicly available information and information provided by the Target Company and has not independently verified the accuracy of details of the Target Company. Subject to the aforesaid, the Acquirer accepts the responsibility for the information contained in the Detailed Public Statement and also for the obligations of the Acquirer as laid down in the SEBI (SAST) Regulations, 2011 and subsequent amendments made thereof.
Pursuant to Regulation 12 of SEBI (SAST) Regulations, 2011, the Acquirer has appointed Mark Corporate $2)$ Advisors Private Limited as Manager to the Offer.
The Acquirer has appointed MUFG Intime India Private Limited (formerly known as Link intime India Private $3)$ Limited), as Registrar to the Offer having Registered Office at C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083, Tel. No.: +91 81081 14949, Fax No.: +91 22 4918 6060, Email ID: devinsutrading. [email protected]; Contact Person: Ms. Pradnya Karanjekar, SEBI Reg. No.: INR000004058.
In this DPS, any discrepancy in any table between the total and sums of the amount listed is due to rounding $4)$ off and/or regrouping.
$5)$ This DPS and the PA will also be available on the website of SEBI i.e., www.sebi.gov.in.

Issued by Manager to the Offer:

MARK CORPORATE ADVISORS PRIVATE LIMITED

CIN: U67190MH2008PTC181996 404/1, The Summit, Sant Janabai Road (Service Lane), Off Western Express Highway, Vile Parle (East), Mumbai-400 057. Contact Person: Mr. Manish Gaur Telephone No.: +91 22 2612 3207/08 Email ID: [email protected] Investor Grievance Email ID: [email protected] SEBI Registration No.: INM000012128

For and on behalf of the Acquirer:

Deniis Desai ("Acquirer") Place: Mumba Date: July 16, 2025

Sd/-

AI assistant

Devinsu Trading Ltd. M&A Activity 2025

62886_rns_2025-07-16_7d28a8d7-13a6-4982-813a-4d87796967fc.pdf

Sub $\ddot{\phantom{a}}$ Submission of Detailed Public Statement ("DPS")

DEVINSU TRADING LIMITED

A. Information about the Acquirer

B. Information about the Seller/Promoter Seller: