Kandal M Venture (FMFC) doubles Dumaine stake to 30% in US$2.5M related-party deal

Rhea-AI Filing Summary

Kandal M Venture Limited reported that its subsidiary Padachi M completed a second agreement to acquire an additional 15% of the issued share capital of Dumaine International Ltd for aggregate cash consideration of US$2.5 million, funded solely from Padachi M’s cash on hand. The price was set after arm’s length negotiations, referencing a valuation report dated January 30, 2026 prepared by Moore Transaction Services Limited. The deal is a related parties transaction, as sellers Mr. Miao Duncan and Mr. Miao Tai Wai, David are major shareholders and insiders, and it was approved by the Company’s board on June 8, 2026. Dumaine’s ownership shifted from 15% to 30% for Padachi M, with corresponding reductions for the two sellers, increasing the Group’s exposure to Dumaine’s luxury handbag manufacturing business.

Insights

Equity analyst

Kandal M raises its stake in related-party Dumaine for US$2.5M cash.

The company, through Padachi M, is doubling its stake in Dumaine International Ltd from 15% to 30% for US$2.5 million in cash, based on arm’s length negotiations and a third-party valuation report. This modestly deepens exposure to Dumaine’s luxury handbag manufacturing operations.

The transaction involves insiders, as the sellers are Mr. Miao Duncan and Mr. Miao Tai Wai, David, so board approval and the related-party designation are important governance points. Cash outflow is limited to existing cash on hand, so there is no new financing described here.

Subsequent disclosures may clarify Dumaine’s financial contribution and how a 30% stake fits into the group’s broader strategy in luxury manufacturing. For now, the filing mainly formalizes governance and ownership changes without quantifying earnings impact.

Key Figures

Additional Dumaine stake acquired: 15% of issued share capital Cash consideration: US$2.5 million Padachi M ownership after deal: 30% of Dumaine +5 more

8 metrics

Additional Dumaine stake acquired 15% of issued share capital Second Agreement dated June 8, 2026

Cash consideration US$2.5 million Aggregate consideration for additional 15% of Dumaine

Padachi M ownership after deal 30% of Dumaine Post-completion ownership

Miao Duncan ownership after deal 31.50% of Dumaine Post-completion ownership

Miao Tai Wai, David ownership after deal 38.50% of Dumaine Post-completion ownership

Padachi M ownership before deal 15% of Dumaine Pre-completion ownership

Miao Duncan ownership before deal 38.25% of Dumaine Pre-completion ownership

Miao Tai Wai, David ownership before deal 46.75% of Dumaine Pre-completion ownership

Key Terms

related parties transaction, valuation report, fair market value, exempt private company limited by shares, +1 more

5 terms

related parties transaction regulatory

"The transaction concerned constitutes related parties transaction and was approved by the board"

valuation report financial

"taking into account, among other things, a valuation report dated January 30, 2026"

fair market value financial

"which assessed the fair market value of the Target"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

exempt private company limited by shares regulatory

"Dumaine is an exempt private company limited by shares incorporated in the British Virgin Islands"

investment holding company financial

"The company is an investment holding company, with subsidiaries principally engaged in luxury handbag manufacturing"

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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 June 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 ☐

Completion of Sales and Purchase Agreement for Acquisition

References are made to the Form 6-k of Kandal M Venture Limited (the “Company”) dated March 6, 2026 and March 11, 2026 in relation to a sales and purchase agreement regarding acquisition of 15% of the total issued share capital of Dumaine International Ltd (“Dumaine”). Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meaning as defined in the said Forms 6-k.

On June 8, 2026, Padachi M, Mr. Miao Duncan and Mr. Miao Tai Wai, David, entered into another sales and purchase agreement (the “Second Agreement”), pursuant to which Padachi M conditionally agreed to purchase, and Mr. Miao Duncan and Mr. Miao Tai Wai, David, conditionally agreed to sell, an aggregate of another 15% of Dumaine at aggregate consideration of US$2.5 million to be settled entirely in cash, which are to be funded solely by cash on hand of Padachi M.

The consideration of US$2.5 million was determined based on arms’ length negotiations among the parties, taking into account, among other things, a valuation report dated January 30, 2026 prepared by Moore Transaction Services Limited, which assessed the fair market value of the Target. The transaction concerned constitutes related parties transaction  and was approved by the board of directors of the Company on June 8, 2026.

Immediately prior to the completion of the Agreement, 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. Immediately after the completion of the Agreement, issued share capital of Dumaine was owned as to 30% by Padachi M, 31.50% by Mr. Miao Duncan and 38.50% 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.

Dumaine Overview

Dumaine is an exempt private company limited by shares incorporated in the British Virgin Islands headquartered in Hong Kong. The company is an investment holding company, with subsidiaries principally engaged in luxury handbag manufacturing.

A copy of the Second Agreement is filed as Exhibit 10.1 to this Form 6-K.

Exhibit Index

Exhibit Number		Description
10.1		Second Agreement

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: June 8, 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) announce in this Form 6-K?

Kandal M Venture Limited disclosed that its subsidiary Padachi M completed a second agreement to acquire an additional 15% of Dumaine International Ltd for US$2.5 million in cash, increasing its ownership in Dumaine from 15% to 30% following board approval.

How much is Kandal M Venture Limited paying for the additional 15% stake in Dumaine?

Padachi M agreed to pay aggregate cash consideration of US$2.5 million for another 15% of Dumaine’s issued share capital. The amount was set after arm’s length negotiations, referencing a January 30, 2026 valuation report prepared by Moore Transaction Services Limited on Dumaine’s fair market value.

How did the ownership structure of Dumaine change after Kandal M’s new acquisition?

Before completion, Dumaine was owned 15% by Padachi M, 38.25% by Mr. Miao Duncan and 46.75% by Mr. Miao Tai Wai, David. After the new agreement, ownership shifted to 30% for Padachi M, 31.50% for Mr. Miao Duncan and 38.50% for Mr. Miao Tai Wai, David.

Why is Kandal M’s acquisition of more Dumaine shares considered a related parties transaction?

The deal is a related parties transaction because the sellers, Mr. Miao Duncan and Mr. Miao Tai Wai, David, are insiders. Mr. Miao Duncan is chairman and a director, and both own DMD Venture Limited, the controlling shareholder, so the board approved the transaction on June 8, 2026.

How will Kandal M Venture Limited fund the US$2.5 million payment for Dumaine shares?

The US$2.5 million consideration for the additional 15% Dumaine stake will be settled entirely in cash, funded solely from Padachi M’s cash on hand. The filing does not describe any new borrowing or equity issuance tied specifically to this transaction.

What business is Dumaine International Ltd involved in after Kandal M’s increased stake?

Dumaine International Ltd is an exempt private company limited by shares, incorporated in the British Virgin Islands and headquartered in Hong Kong. It acts as an investment holding company, with subsidiaries that are principally engaged in luxury handbag manufacturing activities.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECOND AGREEMENT 171.6 KB