Sun Drops Energia Limited (KP Group) | EGM: 14 September 2026 | Notice dated 21 August 2026
Imagine you own a company.
You want to buy another company. It costs ₹56 crore. But you don't want to part with a single rupee of cash — because you're saving that cash for a much bigger plan.
So you do something clever. You print new shares of your own company and hand them over to the sellers. They become your shareholders. You get their business. Nobody's bank account is touched.
That's exactly what's happening at Sun Drops Energia Limited — the Surat-based solar arm of the KP Group, and a subsidiary of the listed KPI Green Energy.
On 14 September 2026, its shareholders will meet to vote on it.
Let's break down what's actually in the fine print.
Sun Drops has called an Extraordinary General Meeting (EGM) — its second of FY 2026-27 — at KP House in Bhatar, Surat, at 9:30 in the morning. Two resolutions on the table.
Resolution 1 is plumbing.
The company's authorised share capital — the legal ceiling on how much stock it's allowed to create — is ₹50 crore, all of it equity. But Sun Drops doesn't want to issue equity here. It wants to issue preference shares. And its charter documents currently don't allow for a single preference share to exist.
So they're raising the ceiling to ₹50.80 crore by creating room for 16,00,000 preference shares of ₹5 each, and amending Clause V of the Memorandum of Association to match.
That's it. ₹80 lakh of headroom. It's an Ordinary Resolution, needs a simple majority, and it exists purely so that Resolution 2 is legally possible.
Resolution 2 is the actual deal.
Sun Drops wants to buy up to 100% of DEK and Mavericks Green Energy Limited — 1,70,84,853 equity shares, valued at ₹32.66 each. Total price: ₹55,80,44,927.
And instead of paying cash, it will issue 15,89,781 Compulsorily Convertible Preference Shares (CCPS) at ₹351.02 each (₹5 face value + ₹346.02 premium) to DEK's 67 shareholders.
The pricing comes from a valuation report by Abhishek Chhajed, an IBBI-registered valuer in Ahmedabad, dated 20 August 2026. The relevant date for pricing is 31 March 2026.
DEK and Mavericks Green Energy Limited (DMGEL) is a four-and-a-half-year-old solar EPC company out of Ahmedabad.
EPC stands for Engineering, Procurement and Construction. In plain English: somebody else owns the solar plant, and DEK builds it for them. Design it, buy the panels and inverters, put it up, hand over the keys. It's a contracting business, not an asset-ownership business.
The company was incorporated in November 2021 as DEK and Mavericks Infratech Private Limited, and renamed in February 2024. By its own account it has installed 300+ MW of solar across 25 locations. It runs on 75 employees on the books (162 on the EPFO register), banks with HDFC, and has never had a qualified audit opinion.
The founders are worth noting. Vendhan Ganesan Mudaliar and Ajay Puransingh Rawat each own about 21% and run the company as Whole-time Director and Managing Director. And Mudaliar's résumé is interesting — he was a director at KPI Green Energy from 2018 to 2021, and at K.P. Energy from 2020 to 2022.
In other words, DEK was founded by a KP Group alumnus. This is not a stranger walking through the door.
Here's the four-year run (₹ crore, from datafin.in):
FY22 | FY23 | FY24 | FY25 | |
|---|---|---|---|---|
| Revenue | 0.19 | 18.01 | 30.63 | 150.05 |
| EBITDA | 0.01 | 1.42 | 3.12 | 19.06 |
| EBITDA margin | 6.3% | 7.9% | 10.2% | 12.7% |
| PAT | 0.01 | 0.92 | 1.91 | 12.71 |
| Net margin | 4.6% | 5.1% | 6.2% | 8.5% |
| Net worth | 0.02 | 1.77 | 3.69 | 38.28 |
| Cash | 0.01 | 0.17 | 0.54 | 20.05 |
FY25 was the breakout. Revenue went up nearly 5x. Margins expanded at the same time — which is rare, because scaling contractors usually buy growth by cutting price. Return on capital employed was 36.8%. Debtor days came down from 157 to 101.
On the face of it, this is a good little business.
Now for the arithmetic.
Deal value: ₹55.80 crore for 100% of DEK. DEK's FY25 PAT: ₹12.71 crore.
P/E= 55.80/ 12.71 = 4.39
The other multiples:
Metric | Value |
|---|---|
| P/E (FY25 PAT) | 4.39x |
| P/B (FY25 net worth ₹38.28 cr) | 1.46x |
| Price / Sales (FY25) | 0.37x |
| EV / EBITDA* | 2.58x |
*DEK had ₹20.05 cr cash against ₹13.34 cr debt — it's net cash ₹6.71 cr, so enterprise value is ₹49.09 cr, lower than the equity price.
For a business compounding at triple digits with 36% ROCE, 4.4x earnings is cheap. Very cheap.
Which naturally raises the question: why would the sellers accept that?
Let's rewind DEK's own funding history.
The company issued shares for cash at ₹942 each in March 2025 (₹16.89 crore) and again in June 2025 (₹1.81 crore).
Then on 26 September 2025, it allotted 1,51,86,536 shares "other than cash" at zero consideration — which is the bonus issue. And the maths is exact: the company had 18,98,317 shares before, and 8 × 18,98,317 = 1,51,86,536.
An 8:1 bonus. One share became nine. Which is how you get to 1,70,84,853 shares — precisely the number in the EGM notice.
So adjust that ₹942 for the bonus: ₹942 ÷ 9 = ₹104.67 per share.
Sun Drops is buying at ₹32.66.
That's a 69% markdown to what outside investors were paying just fourteen months earlier.
Run it from the investor's chair. Someone who put ₹942 into one DEK share in June 2025 now holds 9 shares, which convert to about 0.84 CCPS of Sun Drops. At the ₹351.02 issue price, that's ₹294 — a 69% haircut on paper.
It's complete. Up to 100% of DEK. Not a stake, not control — the whole thing. DEK becomes a wholly-owned subsidiary of Sun Drops, and therefore a step-down subsidiary of the listed KPI Green Energy. The notice even includes a kill-switch: if the shareholders don't transfer their shares, or regulatory approvals don't come, no CCPS get issued at all.
As for why — there are four answers stacked on top of each other.
1. Sun Drops is going public, and it needs to look bigger.
On KPI Green's Q4 FY26 earnings call, management said Sun Drops did ₹586 crore of revenue and ₹97 crore of PAT in FY26, and that it will file its DRHP shortly, with listing expected within FY27.
Bolt on DEK's ₹214 crore of FY26 revenue and you're looking at a combined top line around ₹800 crore heading into the prospectus. Bigger revenue, bigger profit, better story.
2. Vertical integration.
Sun Drops already does turnkey solar for captive power customers. DEK is a pure-play EPC contractor with 300+ MW of installations. Buying it means doing that work in-house instead of subcontracting it — capturing the contractor's margin rather than paying it away.
3. Cash is being saved for batteries.
This is the big one. KPI Green has designated Sun Drops as the group's dedicated vehicle for battery energy storage systems (BESS), including battery manufacturing — and it's already sitting on two large BESS orders with GUVNL as the end customer.
BESS is brutally capital-intensive. Batteries cost real money. Paying ₹56 crore in cash for an EPC contractor would be ₹56 crore not spent on storage capacity. Paying in paper solves that.
4. Cleaning the house before the IPO.
Dr. Faruk G. Patel — the promoter of Sun Drops — personally owns about 8.95% of DEK. The notice discloses him as the only interested party, and he's set to receive 1,42,202 CCPS.
So the promoter of the buyer is also a shareholder of the seller. That's a related-party transaction, and the company's defence is the registered valuer's report establishing arm's length pricing.
But look at it from the DRHP's point of view. Right now, the KP Group has a promoter holding a personal 9% stake in an EPC firm that presumably does business with the group. That's exactly the kind of thing SEBI and merchant bankers pick apart. Fold DEK inside the entity, convert the CCPS to equity on RHP filing, and the awkward diagram disappears.
Almost nothing — and that's deliberate.
Pre-issue | Post-issue | |
|---|---|---|
| Total shares | 8,67,31,372 | 8,83,21,153 |
| Promoter holding | 79.00% | 77.73% |
| Public holding | 21.00% | 22.27% |
Dilution is 1.83%. The notice explicitly confirms no change in control.
And on a pro-forma basis, the deal is accretive. Sun Drops' FY26 EPS was roughly ₹11.18. Add DEK's ₹12.71 crore of profit across 1.83% more shares and you get about ₹12.42 — an 11% bump in earnings per share.
That's the entire logic of the trade in one line: issue expensive paper, buy cheap earnings.
Sun Drops is unlisted, but it trades in India's grey market for pre-IPO shares.
As of 23 August 2026, UnlistedZone quotes an indicative price of ₹266 per share — down 4.3% over six months, against a 52-week range of ₹248 to ₹278. That values the company at roughly ₹2,307 crore on 8,67,31,372 shares, with a book value of ₹70.86 and a P/B of 3.75x.
(Standard caveat: these are indicative levels compiled by a platform, not exchange prices. Unlisted shares are illiquid, opaque, and the quoted number is not necessarily a price anyone will actually transact at.)
Now hold that next to the deal.
The CCPS are being issued at ₹351.02. The market says ₹266.
That's a 32% premium to where the shares are indicatively changing hands.
Which cuts both ways, and it's worth being precise about it:
Three things.
One, this is a smart deal for Sun Drops. Four-times-earnings for a fast-growing EPC business, paid in stock trading at thirty-times-earnings, with zero cash out and 1.8% dilution. On paper it's textbook.
Two, the price is the question, not the strategy. The strategic logic — vertical integration, IPO scale-up, cash preserved for batteries, related-party cleanup — is coherent and clearly articulated. The valuation is where a shareholder should be asking questions: a 69% markdown from the last primary round, a ₹51 crore related-party cost base whose durability is untested, and a valuation report that only exists at a registered office in Surat.
Three, watch the RHP. The CCPS convert the moment Sun Drops files its Red Herring Prospectus. That single clause tells you the acquisition isn't really about DEK at all. It's about what the balance sheet looks like when this company walks up to the market — probably sometime in FY27.
The EGM is on 14 September. The clock is running.
A note on sources: the deal terms come from Sun Drops Energia's EGM notice dated 21 August 2026. DEK and Mavericks' financials are from Datafin.in up to FY25. Sun Drops' FY26 figures come from KPI Green Energy's Q4 FY26 earnings call, and the unlisted price from UnlistedZone as of 23 August 2026.
This is an explainer, not investment advice — I'm not a registered financial adviser. Unlisted shares carry real risks including illiquidity, valuation uncertainty, and no guarantee that any IPO ever happens. Please do your own work and talk to a SEBI-registered adviser before acting on any of this.