Kuber Udyog Ltd

Dematerialisation status

• Securities listed on the stock exchanges after verification.
• Physical certificates were mutilated and cancelled, with the depository substituted as registered owner.
• No physical certificates were received for dematerialisation during the quarter.

Kuber Udyog Limited — Trading window closed for Designated Persons from October 01, 2026 till 48 hours after the declaration of Un-Audited Financial Results for the quarter and half-year ending September 30, 2026.

Open offer details

• Open offer for up to 3,19,71,680 Equity Shares (26% of Expanded Voting Capital) at ₹23.35 each.
• Total offer value ₹74.65 crore assuming full acceptance.
• SSSA: Target to issue 7,62,85,000 equity shares to Acquirers; issue price ₹23.10; cash ₹66,500; total ₹176.22 crore.
• Total SSSA consideration ₹176.22 crore, including ₹66,500 cash.
• Offer period: Opening Oct 1, 2026; closing Oct 15, 2026.
• Escrow: ₹19 crore with ICICI Bank; Escrow Agreement dated Aug 10, 2026.
• Independent Directors' committee to provide written recommendations; published at least two working days before Tendering Period.
• RBI NBFC certificate surrender application pending; approvals needed; withdrawal possible if approvals not granted.
• Post-offer, combined holding about 89% of Expanded Voting Capital; SCRR public-holding compliance to be restored.
• Target to diversify into fleet management after NBFC surrender; name change to Golden Ikon Mobility Limited proposed.

Open offer details

• Open offer to acquire up to 3,19,71,680 equity shares at Rs 10, 26% of expanded voting share capital.
• Acquirers are Manav Bahri, Dinesh Popli, Ajay Dutta; PAC is Trimudra Trade & Holdings Pvt Ltd.
• Manager to the Offer: Systematix Corporate Services Limited.
• Open offer under SEBI SAST Regulations 2011; DPS published Aug 14, 2026.
• Offer price Rs 23.35 per equity share; DPS published in Financial Express, Jansatta, Mumbai Lakshdeep.
• Date and reference: Public Announcement dated Aug 7, 2026; DPS Aug 14, 2026.
• Regulatory status: DPS published in line with SEBI SAST requirements.

Financial snapshot

• Total revenue reached 154.71 Lakhs in FY2025-26.
• Profit after tax: 48.19 Lakhs; PBT: 37.93 Lakhs.
• EPS (basic and diluted): 1.40 Rs.
• Debt outstanding: 91.98 Lakhs; cash: 21.09 Lakhs.
• Gearing: 0.22x; total equity 423.32 Lakhs.
• Operating cash flow: (1.99) Lakhs; no dividend declared.
• Equity share capital: 343.30 Lakhs; post-issue capital higher after fundraise.
• Balance sheet: total assets 518.16 Lakhs; equity + reserves 423.32 Lakhs.

Business mix and KPIs

• Revenue mix includes Gold sale (81.52 Lakhs), Consultancy (35.25), Interest income (32.36).
• Investments in equity: 21.31 Lakhs as at 31 Mar 2026.
• Total assets: 518.16 Lakhs; liabilities and equity total 518.16 Lakhs.
• Major segment revenue drivers: financing, gold trading, and consulting.

Capital structure and fundraise

• Current issued share capital: 34,33,000 equity shares; paid-up capital ~343.30 Lakhs.
• Authorized capital proposed to increase to 50,00,000 equity shares.
• Post-issue promoter stake ~63%; public stake ~32%; FPIs/NRIs to participate.
• Preferential issue of warrants to non-promoters; floor price and premium disclosed.
• Warrants exercisable into equity; lock-in 90 days; floor price via VWAP-based formula.
• 18-month window for warrant conversion; 75% convertible; 25% conversion terms defined.
• Use of funds: acquisition, working capital, and general corporate purposes.
• Strategic objective: acquire Golden Ikon Fleet Management to form a subsidiary.

Strategic developments

• Proposed acquisition of Golden Ikon Fleet Management Private Limited; aims to become a wholly owned subsidiary.
• Total consideration and valuation framework determined by external valuation firm.
• Post-acquisition, Golden Ikon to operate as a platform for fleet management and related services.
• Diversification into AI analytics, data services, and cloud offerings identified as growth avenues.

Governance and board changes

• Purvi Samir Patel appointed as Independent Director; term governed under Section 149(6).
• Richa Dharav Dani resigned w.e.f. May 4, 2026.
• Board: Chetan Shinde (MD/Chairman), Sejal Soni Bharat (ED & CFO), Leena Kumawat (Company Secretary).
• M/s Billimoria & Co. appointed as Statutory Auditors; Secretarial Audit by Janki & Associates.

Related-party transactions and governance

• Material related-party transactions with Golden Ikon Fleet Management Private Limited.
• SSSA framework for acquisition and related-party arrangements; arms-length principles applied.
• Remuneration and KMP details disclosed; related-party disclosures aligned with regulatory requirements.
• Governance committees (Audit, Nomination & Remuneration, Stakeholders Relationship) in place.

Risks, outlook and ESG

• Key risks include regulatory approvals, market conditions, and execution risk of the acquisition.
• Outlook hinges on successful fund-raise and integration with Golden Ikon Fleet Management.
• ESG-related governance and policy matters discussed; no material adverse ESG flags disclosed.

Open Offer Overview

• Acquirers: Manav Bahri, Dinesh Popli, Ajay Dutta; PAC: Trimudra Trade & Holdings Private Limited.
• Target: Kuber Udyog Limited.
• Trigger: Underlying Golden Ikon acquisition creates control, triggering mandatory open offer.

Offer Details

• Offer size: upto 3,19,71,680 equity shares, 26% of Expanded Voting Capital.
• Offer price: ₹23.35 per share; total ₹74,65,38,728.
• Mode: cash payment.
• Type: mandatory open offer under SEBI SAST Regulations.

Transaction Background

• SSSA dated 7 Aug 2026 governs the underlying acquisition of Golden Ikon.
• Acquirers transfer Golden Ikon to Target; Target issues equity shares as consideration.
• Board approved Preferential Issue to Acquirers, PAC, and others, subject to approvals.
• Post-completion, Acquirers gain substantial voting rights and control; Open Offer triggered.
• NBFC surrender by Golden Ikon pending RBI approval.

Post-Offer Impact

• Post-underlying, combined stake: 63.01% (A1 31.38%, A2 15.69%, A3 15.69%, PAC 0.24%).
• Post-Offer (full acceptance): combined Acquirers/PAC stake could reach 89.01%.
• Offer not conditional on minimum acceptance; not a competing offer.
• No explicit delisting or management-change commitments disclosed.

Timeline and Process

• Public Announcement dated 07 Aug 2026.
• DPS to be published on or before 13 Aug 2026.
• Tendering period dates to be announced in DPS.
• Eligibility: Public shareholders eligible to tender; acquirers and PAC excluded.
• Offer not conditional on minimum acceptance.

Other Material Information

• Regulatory approvals required; RBI NBFC surrender pending; shareholder approvals as applicable.
• DP Escrow for funds related to Preferential Issue; detailed terms in DPS/LOF.

Target overview and deal terms

• Target: Golden Ikon Fleet Management Private Limited, a full-service fleet management company in India.
• Background: established 2002; incorporated 2010; Delhi HQ; nationwide presence.
• Revenue trend: FY2024 Rs 18,250.47 lakhs; FY2025 Rs 23,880.41; FY2026 Rs 30,792.35.
• Acquirer will acquire 100% equity stake in Golden Ikon Fleet Management Private Limited.
• Total purchase consideration: Rs 176.22 crore.
• Share issuance: 7,62,85,000 equity shares to Manav Bahri, Dinesh Popli, and Ajay Dutta.
• Warrants: 12,00,000 warrants convertible into equity at Rs 23.10.
• Public equity: 3,95,50,000 shares; 25,00,000 convertible warrants issued to public investors.
• Promoter group has no interest; not a related party transaction.
• Industry: Fleet management, vehicle rental, and facility management.
• Regulatory approvals: surrender RBI NBFC license; no other approvals required.
• Timeline: completion targeted within four months.
• Strategic rationale: expand into fleet management for growth.

Meeting Details

• Board meeting scheduled for 07 August 2026; time and venue not disclosed.

Key Agenda Items

• To consider fund-raising via preferential issue of equity/warrants or other convertible securities.

Other Notes

• Trading window closure periods are not disclosed in the filing.

Meeting Details

• Date: July 23, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone financial results for quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 1, 2026; reopens 48 hours after results declaration.