Transaction Details

The open offer is triggered by the execution of a Share Sale & Subscription Agreement (SSSA) dated August 7, 2026, where Kuber Udyog Limited proposes to acquire 100% of the issued, subscribed and paid-up equity share capital of Golden Ikon Fleet Management Private Limited. The acquirers (Manav Bahri, Dinesh Popli, and Ajay Dutta) are existing promoters and shareholders of Golden Ikon who will transfer their entire shareholding to Kuber Udyog.

Offer Mechanics

  • Offer Size: 3,19,71,680 equity shares (26.00% of Expanded Voting Share Capital)
  • Offer Price: ₹23.35 per equity share
  • Total Consideration: ₹74,65,38,728 (payable in cash)
  • Type: Mandatory open offer under Regulations 3(1) and 4 of SEBI (SAST) Regulations
  • Expanded Voting Share Capital: Defined as 1,22,96,80,000 divided into 12,29,68,000 equity shares including 11,92,68,000 equity shares and 37,00,000 convertible warrants

Preferential Issue Details

The Board of Directors of Kuber Udyog approved a preferential issue on August 7, 2026, comprising:

  • 11,58,35,000 equity shares (inclusive of 7,62,85,000 SSSA Consideration Shares)
  • 37,00,000 convertible warrants

The SSSA Consideration Shares of 7,62,85,000 will be issued to the acquirers in proportion to their Golden Ikon shareholding as non-cash consideration.

Post-Transaction Shareholding Structure

Assuming no offer shares are tendered and full conversion of warrants:

  • Manav Bahri: 3,85,92,500 shares/warrants (31.38%)
  • Dinesh Popli: 1,92,96,250 shares/warrants (15.69%)
  • Ajay Dutta: 1,92,96,250 shares/warrants (15.69%)
  • Trimudra Trade & Holdings: 3,00,000 warrants (0.24%)
  • Total Acquirer Group Control: 63.01% of expanded voting share capital

Target Company Background

Kuber Udyog Limited (CIN: L51909MH1982PLC371203) is currently registered as an NBFC with RBI but has discontinued its NBFC activities effective May 30, 2026. The company submitted an application for voluntary surrender of its Certificate of Registration to RBI on July 24, 2026, which is pending approval. The company proposes to diversify into fleet management business through this acquisition.

Current Share Capital

Pre-issue share capital comprises 34,33,000 fully paid-up equity shares of face value ₹10 each.

Financial Arrangements

The acquirers and PAC have undertaken that they have adequate financial resources to fulfil open offer obligations.

Timeline and Documentation

The Public Announcement is available on websites of SEBI, BSE Limited, and Systematix Corporate Services Limited. Letter of Offer will be dispatched to public shareholders in accordance with SEBI (SAST) Regulations.

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