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M&A and Subsidiary Changes9369K.R.S.CorporationTransportation and Logistics

Notice Regarding the Acquisition of Shares in Coldrush Logistics Private Limited, a Cold-Chain Logistics Company Based in India, and Its Conversion into a Subsidiary

K.R.S.Corporation will acquire shares in Coldrush Logistics Private Limited, an Indian cold-chain logistics company, and subscribe for shares issued through a third-party allotment, making it a subsidiary in which it will hold 51.6% of the voting rights.

Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
2750
¥ million (acquisition price)
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of shares and subscription for shares issued through a third-party allotment (making the company a subsidiary)
CounterpartyHYDRA COMMERCIAL INVESTMENTS LLC
Disclosing companyK.R.S.Corporation
Coldrush Logistics Private LimitedVoting rights ownership percentageNumber of shares acquired 144,504 shares (number of voting rights not stated)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Provision of temperature-controlled storage, transportation and delivery services in India

Location Mumbai, Maharashtra, IndiaShare capital INR 2 million (approximately ¥3.4 million)Date of incorporation October 2012
Net Sales¥1,655 million (fiscal year ended March 2025)
Operating profit¥142 million (fiscal year ended March 2025)
Net income for the current fiscal year¥38 million (fiscal year ended March 2025)
Net assets¥708 million (fiscal year ended March 2025)
Consideration and expenses
Acquisition price¥2,750 million
Impact on Business Performance

The impact on consolidated results for the fiscal year ending November 2026 is immaterial

Procedures and assumptions
Management structure after acquisitionThe Company will hold 51.6% of the shares and establish a governance structure while maintaining the current robust operations on a stable basis. Going forward, the Company's temperature-control technology will be combined with Coldrush's operations. The trade name, representative, and treatment of employees are not disclosed.
This transaction
ItemDetails
Transaction nameAcquisition of shares and subscription for shares issued through a third-party allotment (making the company a subsidiary)
Counterparty nameHYDRA COMMERCIAL INVESTMENTS LLC
Name of the Subject CompanyColdrush Logistics Private Limited
Business Description of the Subject CompanyProvision of temperature-controlled storage, transportation and delivery services in India
Location of the Subject CompanyMumbai, Maharashtra, India
Capital Stock of the Subject CompanyINR 2 million (approximately ¥3.4 million)
Date of Establishment of the Subject CompanyOctober 2012
Net Sales of the Subject Company¥1,655 million (fiscal year ended March 2025)
Operating Profit of the Subject Company¥142 million (fiscal year ended March 2025)
Net Income of the Subject Company¥38 million (fiscal year ended March 2025)
Net Assets of the Subject Company¥708 million (fiscal year ended March 2025)
Acquisition price¥2,750 million
Number of shares acquired144,504 shares (number of voting rights not stated)
Voting rights ownership percentageBefore 0% → after 51.6%
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending November 2026 is immaterial
Date of board resolution23 April 2026
Contract Date11 May 2026
Execution Date / Effective Date10 August 2026 (予定)
Management structure after acquisitionThe Company will hold 51.6% of the shares and establish a governance structure while maintaining the current robust operations on a stable basis. Going forward, the Company's temperature-control technology will be combined with Coldrush's operations. The trade name, representative, and treatment of employees are not disclosed.
Items this document does not state (13)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To advance overseas expansion under the Eighth Medium-Term Management Plan's policy of expanding and further developing new business areas. In India, where the cold-chain logistics market is expected to expand on the back of population growth and economic development, the aim is to accelerate the development of a cold-chain logistics network by combining Coldrush's logistics bases and transportation network with the temperature-control technology cultivated by the Company.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Acquisition of Shares in Coldrush Logistics Private Limited, a Cold-Chain Logistics Company Based in India, and Its Conversion into a Subsidiary | K.R.S.Corporation (9369) timely disclosure | Komori