Kandal M Venture (FMFC) plans $2.5M Dumaine convertible bond purchase

Rhea-AI Filing Summary

Kandal M Venture Limited, through its wholly owned subsidiary Padachi M Venture Limited, will enter into a convertible bond purchase agreement with Dumaine International Ltd to acquire $2.5 million of newly issued senior unsecured convertible bonds. The bonds bear 6% annual interest, payable in cash semi-annually, and mature five years from issuance unless earlier converted or repaid.

Padachi M already owns 15% of Dumaine’s issued share capital, while 38.25% is owned by Director and chairman Mr. Miao Duncan and 46.75% by Mr. Miao Tai Wai, David. The deal is a related party transaction and has been approved by the Company’s board of Directors and audit committee.

Insights

Cross-border credit & governance analyst

$2.5M related-party convertible bond adds yield with governance checks.

The company, via subsidiary Padachi M, is committing $2.5 million to senior unsecured convertible bonds issued by Dumaine International Ltd, paying 6% annual interest with semi-annual cash payments and a five-year maturity unless converted or repaid earlier.

This is a related party transaction because Padachi M and key individuals, including chairman Mr. Miao Duncan, collectively hold Dumaine equity stakes. The filing notes approval by the board and audit committee, which provides formal governance oversight but does not itself indicate financial upside or downside.

Future company disclosures may clarify how this instrument is treated in the balance sheet and whether conversion features affect ownership structures between Kandal M Venture, Dumaine, and entities controlled by the Miao family.

Key Figures

Convertible bond principal: $2.5 million Coupon rate: 6% per annum Bond maturity: Five years +4 more

7 metrics

Convertible bond principal $2.5 million Aggregate principal amount of Dumaine senior unsecured convertible bonds

Coupon rate 6% per annum Interest rate on the Dumaine convertible bonds, paid semi-annually in cash

Bond maturity Five years Instrument due on five-year anniversary of issuance unless earlier converted or repaid

Padachi M ownership in Dumaine 15% Issued share capital of Dumaine owned by Padachi M

Miao Duncan ownership in Dumaine 38.25% Issued share capital of Dumaine owned by Mr. Miao Duncan

Miao Tai Wai, David ownership in Dumaine 46.75% Issued share capital of Dumaine owned by Mr. Miao Tai Wai, David

Ownership in DMD Venture Limited 45% / 55% DMD Venture Limited owned 45% by Miao Duncan and 55% by Miao Tai Wai, David

Key Terms

convertible bond purchase agreement, senior unsecured convertible bonds, related party transaction, board of Directors, +1 more

5 terms

convertible bond purchase agreement financial

"Padachi M Venture Limited (“Padachi M”) ... will enter into a convertible bond purchase agreement (the “Agreement”) with Dumaine International Ltd"

senior unsecured convertible bonds financial

"sale and issuance of an aggregate principal amount of $2.5 million newly issued senior unsecured convertible bonds (the “Instrument”)"

A debt instrument that behaves like a loan carrying regular interest payments but gives the holder the option to convert the loan into the issuer’s stock. "Senior" means it ranks ahead of many other debts when the company pays creditors, while "unsecured" means there is no specific asset pledged as collateral, so recovery in default can be limited. Investors get steady income plus potential upside if the stock rises, but face higher credit risk than secured lenders and possible share dilution on conversion.

related party transaction regulatory

"The transactions concerned constitute a related party transaction and has been duly approved by the board of Directors"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

board of Directors regulatory

"Mr. Miao Duncan is our Director and chairman of the board of Directors."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

audit committee regulatory

"and has been duly approved by the board of Directors and audit committee of the Company."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42715

KANDAL M VENTURE LIMITED

(Registrant’s Name)

Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

Information Contained in this Form 6-K Report

Entry into a Material Definitive Agreement.

Padachi M Venture Limited (“Padachi M”), a wholly-owned subsidiary of Kandal M Venture Limited (the “Company”) will enter into a convertible bond purchase agreement (the “Agreement”) with Dumaine International Ltd (the “Issuer”) in connection to the Issuer’s sale and issuance of an aggregate principal amount of $2.5 million newly issued senior unsecured convertible bonds (the “Instrument”) on or about April 8, 2026. Interest is payable by the Issuer to Padachi M semi-annually in cash under the Instrument at a rate of 6% per annum. The Instrument is due on the five-year anniversary of the date of issuance unless earlier converted or repaid. The Agreement includes customary representations, warranties, and covenants.

Issued share capital of Dumaine was owned as to 15% by Padachi M, 38.25% by Mr. Miao Duncan and 46.75% by Mr. Miao Tai Wai, David. Mr. Miao Duncan is our Director and chairman of the board of Directors. Our controlling shareholder, DMD Venture Limited, is owned as to 45% by Mr. Miao Duncan and 55% by Mr. Miao Tai Wai, David. The transactions concerned constitute a related party transaction and has been duly approved by the board of Directors and audit committee of the Company.

The foregoing descriptions of the transaction are not complete and are qualified in their entirety by reference to the form of the Agreement and form of Instrument, copies of which are filed as Exhibits 10.1 and 10.2 respectively hereto and are incorporated herein by reference. 

Exhibit Index

Exhibit Number		Description
10.1		Form of Agreement
10.2		Form of Instrument

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KANDAL M VENTURE LIMITED
Date: April 6, 2026	By:	/s/ Duncan Miao
	Name:	Duncan Miao
	Title:	Chairman of the Board of Directors

2

FAQ

What transaction did Kandal M Venture Limited (FMFC) disclose in this 6-K?

Kandal M Venture Limited, through subsidiary Padachi M, plans to purchase $2.5 million of senior unsecured convertible bonds from Dumaine International Ltd. The bonds pay 6% annual interest and may be converted or repaid before their five-year maturity.

What are the key terms of the Dumaine convertible bonds bought by FMFC’s subsidiary?

Padachi M will acquire $2.5 million principal of newly issued senior unsecured convertible bonds from Dumaine, bearing 6% interest per year, paid in cash semi-annually. The instrument is due on the five-year anniversary of issuance unless it is converted or repaid earlier.

Why is the Dumaine bond investment a related party transaction for FMFC?

The transaction is related party because Padachi M owns 15% of Dumaine, while 38.25% and 46.75% are held by Mr. Miao Duncan and Mr. Miao Tai Wai, David, respectively. Mr. Miao Duncan is FMFC’s director and board chairman, and both own FMFC’s controlling shareholder.

How was the related party bond deal approved at Kandal M Venture Limited (FMFC)?

The related party nature of the Dumaine bond purchase led to review by FMFC’s corporate bodies. The filing states that the transactions have been duly approved by the Company’s board of Directors and its audit committee, reflecting internal governance oversight procedures.

What interest income terms will Padachi M receive from the Dumaine bonds?

Under the instrument, Dumaine must pay interest to Padachi M at a 6% per annum rate. These interest payments are made in cash on a semi-annual schedule, providing regular income to the subsidiary over the bond’s life unless it is converted or repaid beforehand.

Who controls DMD Venture Limited, the controlling shareholder of FMFC?

DMD Venture Limited, identified as the controlling shareholder of Kandal M Venture Limited, is owned 45% by Mr. Miao Duncan and 55% by Mr. Miao Tai Wai, David. This structure links FMFC’s control to the same individuals who hold significant stakes in Dumaine.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF AGREEMENT 61.4 KB
• EX-10.2 FORM OF INSTRUMENT 162.9 KB