Kandal M Venture (FMFC) closes related party 15% stake in Dumaine

Rhea-AI Filing Summary

Kandal M Venture Limited reports that its previously announced sales and purchase agreement to acquire 15% of the issued share capital of Dumaine International Ltd has been completed on March 11, 2026. The transaction is classified as a related party transaction.

Before completion, Dumaine was owned 45% by Mr. Miao Duncan and 55% by Mr. Miao Tai Wai, David. After completion, Dumaine’s issued share capital is owned 15% by Padachi M, 38.25% by Mr. Miao Duncan and 46.75% by Mr. Miao Tai Wai, David. Mr. Miao Duncan is the Company’s director and chairman, and the controlling shareholder DMD Venture Limited is owned 45% by him and 55% by Mr. Miao Tai Wai, David. A copy of the acquisition agreement is included as Exhibit 10.1.

Insights

Cross-border governance analyst

Completion of a related party acquisition reshapes ownership around a key asset.

The company completed its agreement to acquire 15% of Dumaine International Ltd through Padachi M, with Dumaine now jointly owned by Padachi M and two individuals who also control the company’s main shareholder. This formally closes a previously announced deal.

The filing underlines that the transaction is a related party transaction, highlighting overlapping interests between management, controlling shareholders, and Dumaine’s owners. Governance impact will depend on how independent board oversight and disclosure practices operate around future dealings involving Dumaine and these insiders.

The agreement itself is attached as Exhibit 10.1, which will contain the detailed commercial and governance terms. Subsequent company filings may provide additional clarity on how this new ownership structure influences strategy and any future transactions involving Dumaine.

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 March 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 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 Form 6-k.

The Company would like to supplement the following additional information in relation to the Agreement.

The Agreement was completed on March 11, 2026 and transactions thereunder constites related parties transactions. Immediately prior to the completion of the Agreement, issued share capital of Dumaine was owned as to 45% by Mr. Miao Duncan and 55% by Mr. Miao Tai Wai, David. Immediately after 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. 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.

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

Exhibit Index

Exhibit Number		Description
10.1		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: March 24, 2026	By:	/s/ Duncan Miao
	Name:	Duncan Miao
	Title:	Chairman of the Board of Directors

2

FAQ

What transaction does Kandal M Venture Limited report in this Form 6-K for FMFC?

The company reports completion of a sales and purchase agreement to acquire 15% of Dumaine International Ltd’s issued share capital through Padachi M. This closes a previously announced deal and formally records the new ownership structure as of March 11, 2026.

When was Kandal M Venture Limited’s acquisition of 15% of Dumaine International Ltd completed?

The acquisition of 15% of Dumaine International Ltd’s issued share capital was completed on March 11, 2026. This date marks when ownership changes became effective, shifting part of Dumaine’s equity from existing shareholders to Padachi M.

How did Dumaine International Ltd’s ownership change after the FMFC-related transaction?

After completion, Dumaine’s issued share capital is owned 15% by Padachi M, 38.25% by Mr. Miao Duncan, and 46.75% by Mr. Miao Tai Wai, David. These percentages replace the prior 45% and 55% individual holdings and introduce Padachi M as a new shareholder.

Why is the Dumaine acquisition classified as a related party transaction for Kandal M Venture Limited?

It is a related party transaction because key individuals involved in Dumaine’s ownership, Mr. Miao Duncan and Mr. Miao Tai Wai, David, also own the controlling shareholder DMD Venture Limited and hold leadership roles, creating overlapping interests between the company and Dumaine.

What roles do Mr. Miao Duncan and Mr. Miao Tai Wai, David play in Kandal M Venture Limited?

Mr. Miao Duncan is a director and chairman of the board of Kandal M Venture Limited. Both he and Mr. Miao Tai Wai, David own the controlling shareholder DMD Venture Limited, with 45% and 55% stakes respectively, linking them closely to the company’s control.

Where can investors find the full terms of Kandal M Venture Limited’s Dumaine acquisition?

Investors can review the full terms in the agreement filed as Exhibit 10.1 to this Form 6-K. That exhibit contains the detailed contractual provisions governing the 15% acquisition of Dumaine International Ltd’s issued share capital by Padachi M.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 AGREEMENT 173.3 KB