Devinsu Trading Ltd has been operationally dormant for at least five years, yet its audit opinions have been consistently unqualified. The record turns on two facts: reported profits are entirely non-operating, and the company has operated as a deemed NBFC without RBI registration since at least FY22. A new promoter took control in FY26, installed himself as Whole-Time Director at a proposed remuneration of ₹5,00,000 per month, and reconstituted the board, all while the company had token revenue of ₹0.09cr and no employees.
Key findings
- Operationally dormant for five years, with token revenue in FY26
Major- Devinsu Trading Ltd reported zero revenue from operations in each year from FY21 through FY25, and a token ₹0.09cr in FY26 at an operating margin of -266%. As of 23rd July 2025, the company itself stated it was “not generating any revenue from operations,” with income coming solely from dividends, sale of investments, sale of property, and interest. - Clean audit opinions sit alongside a five-year NBFC registration gap
Major- The auditor issued unqualified opinions every year from FY21 through FY26, yet flagged in each year from FY22 through FY26 that the company qualifies as a deemed NBFC and must register with the RBI, management has represented it is taking steps to comply. In FY26, the auditor also reported non-compliance with Section 186 of the Companies Act for granting loans beyond statutory limits without shareholder approval. - SEBI compliance lapses are recurring and widening
Major- The FY26 Secretarial Audit Report records multiple violations: loans exceeding Section 186 limits without shareholder approval, failure to appoint a Woman Director within the prescribed timeline after two directors resigned on 4 February 2026, and mandatory policies not hosted on the company website. BSE imposed a fine of Rs. 11,800 on the company for delayed board meeting intimation, remitted on 15 November 2025. - Operating cash flow has been negative for five straight years
Major- The company reported negative operating cash flow every year from FY22 through FY26, with CFO of ₹-5.25cr in FY26 against a reported profit of ₹0.80cr. Other income of ₹1.25cr constituted 125% of profit before tax in FY26, and exceeded PBT in FY25 (189%) and FY24 (82%) as well. - A new promoter took control, installed himself, and reset the board
Minor- Mr. Deniis Desai acquired 29.17% of the company through share purchases and a preferential allotment, and was appointed Whole-Time Director on 4 February 2026 at a proposed remuneration of ₹5,00,000 per month, the company paid no director remuneration in FY2025-26 and had zero employees. The entire audit committee and board were reconstituted the same day, with three new directors joining and three existing members resigning. - The statutory auditor resigned mid-term in FY22 and the replacement is now rotating out
Minor- M/s. H.H. Bandukwala & Co resigned on 31 August 2021 citing pre-occupation, and the FY22 CARO report notes that “issues/objections/concerns raised by outgoing auditor have been taken into consideration.” The replacement, M/s. SVP & Associates, is now retiring after a single five-year term, with the board proposing M/s. Natvarlal Vepari & Co at a revised fee of ₹60,000.
What to watch
- RBI registration. The auditor has flagged the NBFC registration requirement for five consecutive years through FY26; management has represented it is taking steps.
- Open Offer completion. The mandatory open offer triggered by Mr. Deniis Desai's acquisition was ongoing as of the FY2025-26 Annual Report date.
Bottom line: This is a shell that changed hands. The audit opinions are clean, but they cover a company with no operations, profits funded entirely by other income, and a five-year regulatory gap on NBFC registration. The new promoter has reset the board and proposed meaningful remuneration before any revenue exists. Watch whether the RBI registration and the open offer close, and whether the 41st AGM shareholders ratify the loan limit breach.