Nature of the Event

This document constitutes a Letter of Offer for a mandatory open offer to acquire up to 3,19,71,680 fully paid-up equity shares of Kuber Udyog Limited (Target Company), representing 26.00% of the Expanded Voting Share Capital, at a price of ₹23.35 per equity share. The offer is made by Mr. Manav Bahri (Acquirer 1), Mr. Dinesh Popli (Acquirer 2), and Mr. Ajay Dutta (Acquirer 3) along with Trimudra Trade & Holdings Private Limited (PAC 1) and Ms. Shraddha Gohil (PAC 2) pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Quantitative Figures

  • Offer Size: 3,19,71,680 equity shares (26.00% of expanded capital)
  • Offer Price: ₹23.35 per equity share
  • Total Consideration: ₹74,65,38,728 (assuming full acceptance)
  • Escrow Amount: ₹19,00,00,000 deposited with ICICI Bank Limited
  • Expanded Voting Share Capital: 12,29,68,000 shares (including 11,92,68,000 equity shares and 37,00,000 convertible warrants)
  • Current Paid-up Capital: 34,33,000 equity shares (100% public holding)

Dates of Action

  • SEBI Final Observations Letter: October 09, 2026
  • Letter of Offer Date: October 17, 2026
  • Dispatch to Shareholders: On or before October 21, 2026
  • Tendering Period: October 28, 2026 to November 11, 2026
  • Identified Date: October 13, 2026 (for determining eligible shareholders)
  • Payment Completion: By November 26, 2026
  • Final Report Submission: By December 03, 2026

Parties Involved

Acquirers:

  • Mr. Manav Bahri (50% holder in Golden Ikon, net worth ₹32.97 crore)
  • Mr. Dinesh Popli (25% holder in Golden Ikon, net worth ₹6.61 crore)
  • Mr. Ajay Dutta (25% holder in Golden Ikon, net worth ₹11.54 crore)

PACs:

  • Trimudra Trade & Holdings Private Limited (NBFC, net worth ₹79.91 crore)
  • Ms. Shraddha Gohil (Director of Trimudra, net worth ₹5.68 crore)

Manager to Offer: Systematix Corporate Services Limited

Registrar to Offer: Satellite Corporate Services Pvt. Ltd.

Buying Broker: Prabhudas Lilladher Pvt Ltd

Escrow Bank: ICICI Bank Limited

Purpose and Rationale

The open offer is triggered by the Share Sale & Subscription Agreement (SSSA) dated August 7, 2026, where Kuber Udyog Limited agreed to acquire 100% of Golden Ikon Fleet Management Private Limited from the Acquirers. As consideration, the Target Company will issue 7,62,85,000 equity shares to the Acquirers at ₹23.10 per share (aggregating ₹176,21,83,500) plus cash consideration of ₹66,500. Additionally, a preferential issue of 37,00,000 convertible warrants is proposed (9,00,000 to Acquirers, 3,00,000 to PAC, 25,00,000 to public/non-promoter investors).

Financial and Operational Impact

  • Post-offer shareholding: Acquirers and PACs may hold up to 89.01% of expanded capital
  • Minimum public shareholding: May fall below 25% requirement, necessitating compliance actions
  • Business diversification: Target Company approved alteration of main objects to include fleet management, transportation services, and IT services
  • Name change: Approved change from "Kuber Udyog Limited" to "Golden Ikon Mobility Limited"
  • NBFC status: Application for voluntary surrender of Certificate of Registration as NBFC pending with RBI

Capital Structure Impact

  • Pre-offer capital: 34,33,000 equity shares (100% public holding)
  • Post-transaction capital: 12,29,68,000 shares (including 37,00,000 convertible warrants)
  • Dilution impact: Significant increase in share capital due to issuance for acquisition and preferential issue

Risk Factors

  • Pending approvals: RBI approval for NBFC registration surrender pending
  • Listing approvals: Equity shares issuance subject to BSE listing approvals
  • Oversubscription: Equity shares may be accepted on proportionate basis
  • Market price risk: Lien marking during tendering period restricts trading ability
  • Foreign shareholder compliance: Non-residents must obtain requisite approvals for participation

Conditions and Contingencies

  • Offer is not conditional upon minimum acceptance level
  • No competing offers exist
  • Offer may be withdrawn if statutory approvals are refused
  • Offer price may be revised upward prior to tendering period commencement
  • Acquirers undertake not to sell any equity shares during offer period

Financial Arrangements

  • Escrow account with ICICI Bank containing ₹19 crore (25.45% of total consideration)
  • Acquirers confirm adequate financial resources from net worth without borrowings
  • Net worth certificates provided by Sanjay R Gupta & Co. and Panchal S K & Associates

Taxation Implications

  • STT payable on transactions through stock exchange mechanism
  • Capital gains tax applicable based on holding period and resident status
  • Different tax treatments for residents and non-residents
  • Withholding tax obligations for non-resident shareholders
  • Public shareholders advised to consult tax advisors