Board Meeting Details

The Adjourned Meeting of the Board of Directors was held on Friday, 24th July 2026 at the Registered Office of the Company from 5:00 PM to 7:30 PM.

Key Board Approvals

1. Increase in Authorized Share Capital

  • Approved increase from ₹5,24,00,000 (5.24 crore) divided into 52,40,000 equity shares of ₹10 each to ₹50,00,00,000 (50 crore) divided into 5,00,00,000 equity shares of ₹10 each
  • Addition of ₹44,76,00,000 (44.76 crore) divided into 4,47,60,000 equity shares
  • Subject to shareholder approval in ensuing Extra Ordinary General Meeting

2. Alteration of Memorandum of Association

  • Approved alteration of Capital Clause (Clause-V) of MOA pursuant to the increase in authorized share capital
  • Subject to shareholder approval

3. Acquisition of Startech Infralogistics Private Limited (SIPL)

  • Acquisition of 19.50% equity shareholding (11,18,150 equity shares of ₹10 face value)
  • Total purchase consideration: ₹42,48,97,000 (42.49 crore)
  • Purchase price: ₹380 per equity share
  • Payment method: Issuance and allotment of 2,12,44,850 fully paid-up equity shares of Kanungo Financiers at ₹20 per share (₹10 face value + ₹10 premium)
  • Share swap transaction determined in accordance with SEBI ICDR Regulations
  • SIPL will become an Associate Company post-acquisition
  • Transaction completion: Within 15 days after final approval from shareholders or stock exchange, whichever is later

SIPL Company Details:

  • Authorized Capital: ₹6,00,00,000
  • Paid-up Capital: ₹5,73,41,040
  • Turnover (March 31, 2025 audited): ₹52,37,78,000
  • Business: Transportation and logistics services including fleet carriers, transporters, clearing and forwarding agents
  • Date of incorporation: 31st March 2022
  • Turnover history: FY2023: ₹6,24,87,238; FY2024: ₹3,55,08,000; FY2025: ₹52,37,78,000

4. Acquisition of Peepal Mining and Logistics Private Limited (PMLPL)

  • Acquisition of 19.50% equity shareholding (10,21,960 equity shares of ₹10 face value)
  • Total purchase consideration: ₹38,83,44,800 (38.83 crore)
  • Purchase price: ₹380 per equity share
  • Payment method: Issuance and allotment of 1,94,17,240 fully paid-up equity shares of Kanungo Financiers at ₹20 per share (₹10 face value + ₹10 premium)
  • Share swap transaction determined in accordance with SEBI ICDR Regulations
  • PMLPL will become an Associate Company post-acquisition
  • Transaction completion: Within 15 days after final approval from shareholders or stock exchange, whichever is later

PMLPL Company Details:

  • Authorized Capital: ₹5,25,00,000
  • Paid-up Capital: ₹5,24,08,250
  • Turnover (March 31, 2025 audited): ₹71,19,43,000
  • Business: Transportation and logistics services; mining and mining rights acquisition
  • Date of incorporation: 4th February 2022
  • Turnover history: FY2023: ₹3,80,15,887; FY2024: ₹6,25,83,000; FY2025: ₹71,19,43,000

5. Preferential Issue Approval

  • Approved offer, issue and allotment of 4,06,62,090 equity shares of face value ₹10 each at issue price of ₹20 (including premium of ₹10)
  • Shares to be issued on preferential basis to shareholders of SIPL and PMLPL for consideration other than cash (share swap)
  • Pricing determined in accordance with SEBI ICDR Regulations
  • Subject to shareholder approval in ensuing general meeting

Preferential Allottees:

1. Chhaya Gaurang Shah - 85,61,970 shares

2. Nisha Hasmukh Panchal - 31,70,720 shares

3. Hardik Kaushikbhai Shah HUF - 31,70,720 shares

4. Hetul Kalpataru Shah - 31,70,720 shares

5. Devansh Kalpataru Shah - 31,70,720 shares

6. Faithful Vincom Private Limited - 85,46,200 shares

7. Navin Keshirmal Mehta - 54,35,520 shares

8. Anjana Hardik Shah - 54,35,520 shares

  • Total shares: 4,06,62,090
  • Aggregate value: ₹81,32,41,800 (81.32 crore)

6. Management Changes

  • Resignation: Mr. Chirag Kirtikumar Shah resigned as Managing Director & CFO effective 24th July 2026 due to time constraints and other engagements
  • Appointment: Mr. Atul Ankush Marathe (DIN: 08158359) appointed as Executive Director & CFO effective 24th July 2026

7. Extra Ordinary General Meeting

  • EOGM scheduled for 21st August 2026 at 3:00 PM IST through Video Conferencing/Audio-Visual Means
  • Appointment of Scrutinizer for E-Voting facility approved

Valuation Reports

  • Board took on record valuation reports for both target companies (SIPL and PMLPL) and for Kanungo Financiers Limited issued by Registered Valuer Prabhakar Pramod Jha (IBBI/RV/16/2021/14342)

Authorization

  • Authorized Managing Director, Directors or Company Secretary to sign necessary documents and make filings with authorities and stock exchanges for the preferential issue and other approved matters