Devinsu Trading Ltd. — M&A Activity 2025

Jul 9, 2025

July 09, 2025

MCAPL: MUM: 2025-26: 0076

To, The Listing Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001.

Dear Sir/Madam,

Sub Submission of Public Announcement

Ref Open Offer to the Public Shareholders of Devinsu Trading Limited ("Devinsu"/"Target Company")

Mr. Deniis Desai ("Acquirer") has triggered this Open Offer pursuant to and in compliance with Regulations 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulations, 2011") for acquisition of up to 1,63,800 equity shares representing 26.00% of the Emerging Voting Share Capital of Devinsu Trading Limited ("Devinsu"/"Target Company") aggregating to a total consideration of ₹5,73,30,000 payable in cash.

The Open Offer is being made pursuant to and in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011.

Accordingly, in terms of Regulation 13 read with Regulation 14 of SEBI (SAST) Regulations, 2011, We, Mark Corporate Advisors Private Limited, Manager to the Offer, are submitting herewith a copy of the Public Announcement.

Kindly take the above information on your records and disseminate the Public Announcement on the website of BSE Limited.

For Mark Corporate Advisors Private Limited

Manish Gaur Asst. Vice President

Encl: As Above.

MARK CORPORATE ADVISORS PVT. LTD. GIN 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 : info@markcorporateadvisors.com

PUBLIC ANNOUNCEMENT UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATIONS 13, 14 AND 15(1) OF 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

Open Offer for acquisition of 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 the Target Company by Mr. Deniis Desai ("Acquirer"), 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 public announcement ("PA") is being issued by Mark Corporate Advisors Private Limited ("Manager to the Offer") for and on behalf of the Acquirer to the Eligible Equity Shareholders (as defined below) of the Target Company pursuant to and in compliance with, amongst others, Regulations 3(1) and 4 read with Regulations 13, 14 and 15(1) of SEBI (SAST) Regulations, 2011.

For the purpose of this PA, 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;
• (ii) "Existing Paid-up Equity Share Capital" shall mean ₹50,00,000 Equity Share Capital divided into 5,00,000 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 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 today, i.e. 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 (10th) working day from the closure of the Tendering Period. This comprises of (i) Existing Voting Share Capital of the Target Company i.e., 5,00,000 equity shares; and (ii) 1,30,000 equity shares in aggregate proposed to be 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").

1. OFFER DETAILS:

• 1.1. Offer Size: The Acquirer hereby make this Open Offer to the Eligible Equity Shareholders of the Target Company to acquire up to 1,63,800 equity shares having face value of ₹10 each fully paid-up representing 26.00% of the Emerging Voting Share Capital of the Target Company subject to the terms and conditions mentioned in this Public Announcement ("PA"), Detailed Public Statement ("DPS") that will be published and the Letter of Offer ("LoF") which will be sent to the Eligible Equity Shareholders of the Target Company.
• 1.2. Offer Price/Consideration: The Offer Price of ₹350.00 per equity share having face value of ₹10 each, is in compliance with Regulation 8 of SEBI (SAST) Regulations, 2011 ("Offer Price"), aggregating to a consideration of ₹573.30 Lakhs, assuming full acceptance in the Open Offer ("Offer Size").

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• 1.3. Mode of Payment: The Offer Price will be paid in Cash, in accordance with Regulation 9 (1) (a) of SEBI (SAST) Regulations, 2011.
• 1.4. Type of Offer: This is a Triggered Offer under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011.

2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION):

• 2.1. On July 09, 2025, the Board of Directors of the Target Company approved an issue and allotment of 80,000 equity shares to the Acquirer having face value of ₹10 each at an Issue Price of ₹350.00 per equity share, for cash consideration on Preferential Issue basis pursuant to Section 62 and other applicable provisions of Companies Act, 2013, SEBI (ICDR) Regulations, 2018, as amended, and also subject to Statutory/Requisite Approvals from Regulatory Authorities. ("Underlying Transaction"); and
• 2.2. This Open Offer is being made under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011. Pursuant to the Underlying Transaction and upon completion of the Open Offer, the Acquirer will control over the Target Company and he will be classified as the Promoter of the Target Company. Further, the existing Promoters proposed to be reclassified as public shareholders, in terms of the SEBI (LODR) Regulations, 2015, as amended, and the conditions prescribed therein.

			DETAILS OF UNDERLYING TRANSACTION
Type of	Mode of Transaction	Shares/Voting Rights proposed to be acquired		Total Consideration for	Mode of	Regulations
Transaction ( Direct/ Indirect)	(Agreement/ Allotment/ Market Purchase)	Number	°A, vis a vis total Emerging Voting Share Capital	Shares/ Voting Rights acquired (t in Crores)	Payment (Cash/ Securities) Cash Cash	which have triggered
	Share Purchase Agreement ("SPA") dated July 09, 2025	91,493	14.52%	₹3.20 Crores		Regulations
Direct Acquisition	Issue and Allotment of equity shares on issue basis preferential having face value of ₹ 1 0 each at a price of ₹350.00 per equity shares of the Target Company	80,000	12.70%	₹2.80 Crores		3(1) and 4 of SEBI (SAST) Regulations, 2011

2.3. A tabular summary of the Underlying Transaction is set out below:

3. DETAILS OF THE ACQUIRER:

Details	Acquirer	Total
Name of the Acquirer	Mr. Deniis Desai	1
PAN	AGRPD9017H
Address	3402, Raheja Odyssey, Village Magathane, Borivali (East), Mumbai-400066	-
Name(s) of persons in control/ Promoters of Acquirer where Acquirer is a Company	Not Applicable	_
Name of the Group, if any, to which the Acquirer belongs to	Not Applicable	-
Pre-Transaction Shareholding • Number • % of Emerging Voting Share Capital	Nil Not Applicable	-
Acquisition of Shares which triggered the Open Offer(i) • Number • % of Emerging Voting Share Capital	1,71,493 27.22%	1,71,493 27.22%
Any other interest in the TC	-

Note:

La 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 today, i.e. July 09, 2025 and is subject to approval from the shareholders of the Target Company.

Poge 2I4

4. DETAILS OF SELLING SHAREHOLDER:

	Part of Promoter Group (Yes/No)	Details of Shares/Voting Rights held by the Sellin. Shareholders
		Pre-Transaction		Post Transaction
Name, PAN & Address		Number	% vis a vis Emerging Voting Share Capital	Number	% vis a vis Emerging Voting s Share Capital
Sunshine Fibre Private Limited ("Promoter Seller")	Yes	91,493	14.52%	Nil	N.A.
PAN: AAHCS5296G
CIN: U17290MH2003PTC 142029
Registered Office Address:
102, Floor-10, Plot-220, Maker Chamber
VI, Jamnalal Bajaj Marg, Nariman Point,
Mumbai-400021
Total		91,493	14.52% _	Nil	N.A.

5. DETAILS OF THE TARGET COMPANY:

• 5.1. Name Devinsu Trading Limited
• 5.2. CIN L51900MH1985PLC036383
• 5.3. ISIN INE07LH01016
• 5.4. Registered Office Address 102, Floor-10, Plot-220, Maker Chamber VI, Jamnalal Bajaj Marg, Nariman Point, Mumbai-400021
• 5.5. Stock Exchange(s) where listed The equity shares are listed on BSE Limited ("BSE") (Scrip Code: 512445 and Symbol: DEVITRD)

6. OTHER DETAILS:

• 6.1. The DNS to be issued under the SEBI (SAST) Regulations, 2011 shall be published in the newspapers, within 5 (five) Working Days of this PA as required under Regulation 13(4) and Regulation 14(3) of the SEBI (SAST) Regulations, 2011, i.e., on or before July 16, 2025.
• 6.2. This Open Offer is not conditional upon any minimum level of acceptance pursuant to the terms of Regulation 19(1) of the SEBI (SAST) Regulations, 2011.
• 6.3. This PA is not being issued pursuant to a Competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations, 2011.
• 6.4. The Acquirer has no intention to delist the Target Company pursuant to this Open Offer.
• 6.5. The Acquirer accepts full responsibility for the information contained in this PA and undertakes that they are aware of and will comply with the obligations under the SEBI (SAST) Regulations, 2011. The Acquirer confirms that they have adequate financial resources to meet their obligations under the Offer and have made firm financial arrangements for financing the acquisition of the Offer Shares, through verifiable means, in terms of Regulation 25(1) of the SEBI (SAST) Regulations, 2011.
• 6.6. All the information pertaining to the Target Company has been obtained from publicly available sources and confirmations from the Target Company and the accuracy thereof has not been independently verified by the Manager to the Open Offer.
• 6.7. In this Public Announcement, all references to "Z" are references to Indian Rupees.
• 6.8. In this Public Announcement, any discrepancy in any amounts as a result of multiplication or totaling is due to rounding off.

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Issued by the Manager to the Offer:

MARK CORPORATE ADVISORS PRIVATE LIMITED CIN: U67190A1H2008PTC181996

404/1, The Summit, Sant Janabai Road (Service Lane), Off Western Express Highway, Vile Palle (East), Mumbai-400 057. Contact Person: Mr. Manish Gaur Telephone No.: +91 22 2612 3207/08 Email ID: openoffe markcorporateadvisors.com Investor Grievance Email ID: investorgrievance@markcorporateadvisors.com SEBI Registration No.: INM000012128

For and on behalf of the Acquirer:

Sd/-

Deniis Desai

Date : July 09, 2025

Place : Mumbai