BSECompany Update3d ago · 19 Oct 2026, 04:49 pm

Recommendation of the Committee of Independent Directors ("IDC") on the Open Offer to the Shareholders.

Kuber Udyog Ltd · 539408

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Kuber Udyog Ltd's Committee of Independent Directors has recommended an open offer to shareholders for acquisition of 3,19,71,680 equity shares, constituting 26.00% of the fully diluted share and voting capital, at a price of Rs. 23.35/- per share.

Analysis Scores

Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk3/10
Balance Sheet Risk6/10
Liquidity Impact8/10
Market Sentiment5/10

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Kuber Udyog Ltd - 539408 - Recommendation Of The Committee Of Independent Directors ("IDC") On The Open Offer To The Shareholders.

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KUBER UDYOG LIMITED Office Number 156 1st Floor Raghuleela Mega Mall Kandivali West Mumbai - 400067. Telephone: 7506324443 Website: www.kuberudyog.com Email Id: kuberudyoglimited@gmail.com CIN: L49220MH1982PLC371203 Date: October 19, 2026 BSE Limited Department of Corporate Services 14th Floor, PJ. Towers Dalal Street, Fort Mumbai ‐ 400001. Subject: Outcome of the Independent Director Committee Meeting. Scrip Code: 539408. Ref: Recommendation of the Committee of Independent Directors (“IDC”) on the Open Offer by Mr. Manav Bahri (“Acquirer 1”), Mr. Dinesh Popli (“Acquirer 2”) and Mr. Ajay Dutta (“Acquirer 3”) (collectively, the “Acquirers”), along with Trimudra Trade & Holdings Private Limited (“PAC 1”) and Ms. Shraddha Gohil (“PAC 2”) (collectively, the “PACs”) for acquisition of 3,19,71,680 fully paid-up Equity Shares of ₹10 each, constituting 26.00% of the Fully Diluted Share and Voting Capital of Target Company under Regulation 3(1) & 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto [the ‘SEBI (SAST) Regulations’]. Dear Sir, In accordance with Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, we wish to inform you that the Committee of Independent Directors of the Company, at its meeting held on October 19, 2026 has after due consideration and in accordance with its obligations under the SEBI (SAST) Regulations, issued its recommendation on the aforesaid Open Offer. Please find enclosed herewith the recommendation of the IDC on the Open Offer made to the shareholders of the Company for your information and records. Please arrange to take the same on your record. Thanking you. For Kuber Udyog Limited Chetan Shinde Managing Director DIN 06996605 Encl:a/a KUBER UDYOG LIMITED Corporate Identification Number (“CIN”): L49220MH1982PLC371203 Registered Office: Office Number 156, 1st Floor, Raghuleela Mega Mall, Kandivali West, Mumbai, Maharashtra, 400067. Tel. No. +91 75063 24443 Email: kuberudyoglimited@gmail.com , Web: www.kuberudyog.com Recommendation of the Committee of Independent Directors (“IDC”) on the Open Offer to the shareholders of Kuber Udyog Limited (the ‘Target Company’ or “TC”) by Mr. Manav Bahri (“Acquirer 1”), Mr. Dinesh Popli (“Acquirer 2”) and Mr. Ajay Dutta (“Acquirer 3”) (collectively, the “Acquirers”), along with Trimudra Trade & Holdings Private Limited (“PAC 1”) and Ms. Shraddha Gohil (“PAC 2”) (collectively, the “PACs”) for acquisition of 3,19,71,680 fully paid-up Equity Shares of ₹10 each, constituting 26.00% of the Fully Diluted Share and Voting Capital of Target Company under Regulation 26(7) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto [the ‘SEBI (SAST) Regulations’]. 1. Date October 19, 2026 2. Name of the Target Company (TC) Kuber Udyog Limited 3. Details of the Offer pertaining to TC The Open Offer is being made by the Acquirers and PACs to the shareholders of the TC, for acquisition of up to 3,19,71,680 fully paid-up Equity Shares of the face value of Rs. 10 each, constituting 26.00% of the Fully Diluted Share and Voting Capital, at a price of Rs. 23.35/- (Rupees Twenty Three and Thirty Five Paisa only) per share in terms of Regulations 3(1) & 4 of SEBI (SAST) Regulations. 4. Name(s) of the Acquirers and PACs Mr. Manav Bahri (“Acquirer 1”) Mr. Dinesh Popli (“Acquirer 2”) Mr. Ajay Dutta (“Acquirer 3”) Trimudra Trade & Holdings Private Limited (“PAC 1”) Ms. Shraddha Gohil (“PAC 2”) 5. Name of the Manager to the offer Systematix Corporate Services Limited SEBI Registration No. INM 000004224 The Capital, A-Wing, 6th Floor, No. 603-606, Plot No. C-70, G - Block, Bandra-Kurla Complex (BKC), Bandra (East), Mumbai - 400 051, Maharashtra, India. Tel. No: +91-22-6704 8000 Fax No. +91-22-6704 8022 Email: ecm@systematixgroup.in Website: www.systematixgroup.in 6. Members of the Committee of 1. Mrs. Purvi Patel Independent Directors (Please indicate 2. Mr. Akshay Girish Poriya the chairperson of the Committee separately) Mrs. Purvi Patel is the Chairperson of the Committee of Independent Directors (“IDC”). 7. IDC Member’s relationship with the TC All the IDC Members are Independent & Non-Executive (Director, Equity shares owned, any Directors of the TC. They do not have any contractual other contract / relationship), if any relationship with the TC. 8. Trading in the Equity shares/other None of the IDC Members have done any trading in Equity securities of the TC by IDC Members Shares / Other securities of the Target Company 9. IDC Member’s relationship with the None of the IDC Members have any relationship with the Acquirer (Director, Equity shares Acquirers and PACs. owned, any other contract / relationship), if any. 10. Trading in the Equity shares/other Not Applicable securities of the acquirer by IDC Members 11. Recommendation on the Open offer, as IDC is of the opinion that the Offer is fair and reasonable. to whether the offer is fair and The Offer Price of Rs. 23.35/- (Rupees Twenty-Three and reasonable Thirty-Five Paisa only) per Equity Share is in accordance with the Regulation 8(2) of the SEBI (SAST) Regulations as on the date of PA. The shareholders may independently evaluate the offer price vis-à-vis market price and take an informed decision in the best of their interests. 12. Summary of reasons for IDC has evaluated the Public Announcement (“PA”), recommendation Detailed Public Statement (“DPS”), Draft Letter of Offer (IDC may also invite attention to any (“DLOF”) and Letter of Offer (“LOF”) prepared by other place, e.g. company’s website, Manager to the Offer for and on behalf of Acquirers and where its detailed recommendations PACs and the valuation report prepared by independent along with written advice of the Chartered Accountant and Registered Valuer. Based on the independent adviser, if any can be seen above, the IDC is of the opinion that the Offer Price, being by the shareholder) offered by the Acquirers and PACs of Rs. 23.35 per fully paid-up Equity Share is fair and reasonable and recommends the acceptance of the Open Offer, in the light of the following:  The shares were frequently traded on the stock exchange as on the date of PA.  The Offer Price offered by the Acquirers and PACs is in line with the regulation prescribed by SEBI under the SEBI (SAST) Regulations and prima facie appears to be justified.  The Preferential issue price as calculated as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for Equity Shares and Convertible Warrants to be issued to the Acquirers, PACs and others (public shareholders) is Rs. 23.10/-.  The Offer Price offered by the Acquirers and PACs of Rs. 23.35/- is higher than the issue cum allotment price of Rs. 23.10/- per Equity Share and Warrants offered in Preferential Allotment to the Acquirers, PACs and Others (public shareholders). However, IDC would like to draw attention of the shareholders that post the Public Announcement dated August 07, 2026, the share price of the Company has increased, and the current share price is higher than the Offer Price. However, it is advised to the shareholders to independently evaluate the open offer vis-à-vis current share price and take an informed decision before participating in the Offer. 13. Disclosure of Voting Pattern of IDC Members of IDC were present in the meeting, and the recommendations were unanimously approved by them. 14. Details of Independent Advisors, if any. Nil 15. Any other matter(s) to be highlighted Nil To the best of our knowledge and belief, after making proper enquiry, the information contained in or accompanying this statement is, in all material respect, true and correct and not misleading, whether by omission of any information or otherwise, and includes all the information required to be disclosed by the TC under the SEBI (SAST) Regulation [Showing first 8,000 characters — download PDF for full document]