Offer Details

  • Acquirers: Mr. Jaison Vijay Shah (Acquirer 1), Mr. Mukesh Kumar Bothra (Acquirer 2), and Yora Gems & Jewellery Private Limited (Acquirer 3)
  • Target Company: Devinsu Trading Limited (CIN: L51900MH1985PLC036383)
  • Offer Size: Up to 1,52,880 fully paid-up equity shares of face value ₹10 each
  • Percentage: 26.00% of Voting Share Capital
  • Offer Price: ₹355.00 per equity share
  • Total Consideration: ₹5,42,72,400 (maximum)
  • Payment Mode: Cash

Triggering Event

The open offer is triggered pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011 following a Share Purchase Agreement dated May 20, 2026 between the Acquirers and Mr. Deniis Desai (Promoter Seller).

Share Purchase Agreement Details

  • Shares Acquired: 1,71,493 equity shares (29.17% of voting share capital)
  • Purchase Price: ₹355.00 per share
  • Total Consideration: ₹6,08,80,015
  • Earnest Money Deposit: ₹4,28,73,250 already paid to Promoter Seller
  • Balance Payment: ₹1,80,06,765 payable upon completion of takeover formalities
  • Shares Status: Currently in Demat account of Promoter Seller, to be transferred to Acquirers' accounts

Offer Schedule

  • Public Announcement Date: May 20, 2026
  • Detailed Public Statement Date: May 27, 2026 (published in Business Standard English, Business Standard Hindi, and Navshakti Marathi)
  • Identified Date: June 30, 2026 (for determining eligible shareholders)
  • Offer Opening Date: July 14, 2026
  • Offer Closing Date: July 27, 2026
  • Last Date for Payment: August 10, 2026

Financial Arrangements

  • Escrow Amount: ₹1,40,00,000 (25.80% of maximum consideration) deposited with Yes Bank Limited
  • Escrow Account: "Devinsu Open Offer Escrow Account" (Account No: 000166200004772)
  • Financial Resources: Acquirers have certified adequate resources through CA certificates dated May 19-20, 2026

Target Company Information

  • Paid-up Capital: ₹58,80,000 comprising 5,88,000 equity shares of ₹10 each
  • Listing: BSE Limited (Scrip Code: 512445, ISIN: INE07LH01016)
  • Public Shareholders: 437 as of March 31, 2026
  • Business: Revenue from interest income and profit on sale of investments

Pre and Post-Offer Shareholding

  • Current Promoter Holding: 29.17% (1,71,493 shares) by Deniis Desai
  • Post-Transaction: Promoter will hold 0% and be reclassified as public shareholder
  • Acquirers' Post-Offer Holding: 55.17% (3,24,373 shares) including SPA acquisition and open offer
  • Public Shareholding: Will remain at 44.83%, above minimum 25% requirement

Risk Factors

  • Offer may be withdrawn if statutory approvals become required and are not received
  • Equity shares once tendered cannot be withdrawn even in case of delay
  • Non-resident shareholders must obtain requisite approvals (RBI, etc.) for tendering
  • Acceptance will be on proportionate basis in case of oversubscription

Taxation Aspects

  • Detailed tax implications provided for resident and non-resident shareholders
  • TDS requirements specified for different categories of shareholders
  • Capital gains tax treatment explained for both short-term and long-term holdings
  • Documentation requirements outlined for tax compliance

Documents for Inspection

Copies of SPA, financial statements, net worth certificates, escrow agreements, and other relevant documents available for inspection at Manager's office during tendering period.