Kuber Udyog Limited has announced a mandatory open offer by acquirers Manav Bahri, Dinesh Popli, and Ajay Dutta, along with Person Acting in Concert Trimudra Trade & Holdings Private Limited, to acquire up to 3,19,71,680 equity shares. The offer represents 26.00% of the company’s expanded voting share capital and is priced at ₹23.35 per share, resulting in a total maximum consideration of ₹74,65,38,728 payable entirely in cash. This move facilitates a significant shift in ownership structure as the acquirers seek control following Kuber Udyog’s strategic diversification away from non-banking financial activities into fleet management.

The open offer is triggered under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011, pursuant to the execution of a Share Sale & Subscription Agreement (SSSA) dated August 7, 2026. Under this agreement, Kuber Udyog Limited proposes to acquire 100% of the issued, subscribed, and paid-up equity share capital of Golden Ikon Fleet Management Private Limited. In consideration for this acquisition, the target company will issue and allot equity shares to the acquirers otherwise than for cash. Systematix Corporate Services Limited has been appointed as the Manager to the Offer.

The transaction forms part of Kuber Udyog’s strategy to diversify its business operations after discontinuing its NBFC activities. The Board of Directors approved the discontinuation on July 23, 2026, effective from May 30, 2026. An application dated July 24, 2026, for the voluntary surrender of its Certificate of Registration as an NBFC was submitted to the Reserve Bank of India and remains pending. Upon completion of the underlying transaction, the acquirers will hold substantial voting rights and control over the target company.

Transaction Details

The open offer size has been determined in accordance with Regulation 7(1) of the SEBI (SAST) Regulations, referencing the expanded voting share capital including shares proposed under the SSSA and preferential issue. The offer price of ₹23.35 per equity share was determined in compliance with Regulation 8 of the SEBI (SAST) Regulations.

Underlying Transaction Structure

The acquirers, who are existing promoters of Golden Ikon Fleet Management Private Limited, will transfer their entire shareholding in Golden Ikon to Kuber Udyog Limited. In return, Kuber Udyog will allot 7,62,85,000 equity shares to the acquirers as consideration, valued at ₹176,22,50,000. Additionally, a preferential issue comprising 11,58,35,000 equity shares and 37,00,000 convertible warrants has been approved by the Board, subject to shareholder and regulatory approvals.

Upon completion, assuming no offer shares are tendered, the acquirers and PAC will collectively hold 7,74,85,000 instruments (equity shares and warrants), representing 63.01% of the post-preferential share capital. Manav Bahri will hold 31.38%, while Dinesh Popli and Ajay Dutta will each hold 15.69%. Trimudra Trade & Holdings Private Limited will hold 0.24%.

Regulatory Compliance and Next Steps

The Detailed Public Statement (DPS) is expected to be published in newspapers on or before August 13, 2026, in compliance with Regulations 13(4), 14(3), and 15(2) of the SEBI (SAST) Regulations. The DPS will contain detailed information regarding the financial arrangements, statutory approvals required, and other terms of the open offer. Any equity shares proposed to be issued under the preferential issue during the offer period will be kept in a separate DP Escrow Account as per Regulation 22(2A).

The completion of the underlying transaction, preferential issue, and open offer is subject to requisite statutory, regulatory, corporate, and shareholder approvals. If any statutory or regulatory approvals are refused or become subject to unsatisfiable conditions, the open offer may be withdrawn in accordance with Regulation 23 of the SEBI (SAST) Regulations. The offer is not conditional upon any minimum level of acceptance.

Kuber Udyog Limited has scheduled a meeting of its Board of Directors for Friday, August 07, 2026, to consider raising funds. The primary agenda involves approving the issuance of equity shares, warrants, or other convertible securities through a preferential issue or other permissible modes, subject to statutory and regulatory approvals as well as shareholder consent.

The intimation was issued pursuant to Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR). The company notified BSE Limited of the meeting on August 04, 2026. The Board will also consider any other matters with the permission of the Chair, including incidental and ancillary matters.

Proposed Fund Raising Details

The Board is seeking approval to raise capital in accordance with the Companies Act, 2013, and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The specific instruments under consideration include:

The transaction is subject to necessary statutory and regulatory approvals. Shareholder approval will be required for the issuance.

Regulatory Compliance

The notice was signed by Chetan Shinde, Managing Director of Kuber Udyog Limited. The company’s registered office is located at Office Number 156, 1st Floor, Raghuleela Mega Mall, Kandivali West, Mumbai. The filing confirms compliance with SEBI Listing Regulations regarding the disclosure of board meeting agendas involving material transactions such as fund raising.