EGM Details

  • Meeting Date: Friday, August 21, 2026
  • Time: 03:00 PM (IST)
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Deemed Venue: Registered Office at B-7, Ajanta Complex, 5th floor, Income Tax, Ahmedabad, Gujarat, 380009

Agenda Items

ITEM NO. 1: Increase in Authorized Share Capital and Alteration of MOA

Resolution Type: Ordinary Resolution

Current Authorized Capital: ₹5,24,00,000 divided into 52,40,000 equity shares of ₹10 each

Proposed Authorized Capital: ₹50,00,00,000 divided into 5,00,00,000 equity shares of ₹10 each

Increase Amount: ₹44,76,00,000 divided into 4,47,60,000 equity shares of ₹10 each

Legal Basis: Sections 13, 61, 64 of Companies Act, 2013 and other applicable provisions

ITEM NO. 2: Acquisition of 19.50% Stake in Startech Infralogistics Private Limited (SIPL)

Resolution Type: Special Resolution

Number of Shares: 11,18,150 equity shares

Purchase Consideration: ₹42,48,97,000

Price per Share: ₹380

Payment Method: Share swap issuance of 2,12,44,850 equity shares of Kanungo Financiers at ₹20 per share (₹10 face value + ₹10 premium)

Post-acquisition Status: SIPL will become an Associate Company

Legal Basis: Sections 179(3)(j), 186 of Companies Act, 2013

ITEM NO. 3: Acquisition of 19.50% Stake in Peepal Mining and Logistics Private Limited (PMLPL)

Resolution Type: Special Resolution

Number of Shares: 10,21,960 equity shares

Purchase Consideration: ₹38,83,44,800

Price per Share: ₹380

Payment Method: Share swap issuance of 1,94,17,240 equity shares of Kanungo Financiers at ₹20 per share (₹10 face value + ₹10 premium)

Post-acquisition Status: PMLPL will become an Associate Company

Legal Basis: Sections 179(3)(j), 186 of Companies Act, 2013

ITEM NO. 4: Preferential Allotment of Equity Shares on Share Swap Basis

Resolution Type: Special Resolution

Total Shares to be Allotted: 4,06,62,090 equity shares

Face Value: ₹10 per share

Issue Price: ₹20 per share (including ₹10 premium)

Consideration: Non-cash (share swap)

Purpose: To discharge purchase consideration for acquisitions of SIPL and PMLPL shares

Regulatory Compliance: SEBI ICDR Regulations Chapter V, Regulation 164 read with 166A

Relevant Date for Pricing: 22nd July, 2026

Allottee Details:

  • Chhaya Gaurang Shah: 85,61,970 shares (Non-Promoter)
  • Nisha Hasmukh Panchal: 31,70,720 shares (Non-Promoter)
  • Hardik Kaushikbhai Shah HUF: 31,70,720 shares (Non-Promoter)
  • Hetul Kalpataru Shah: 31,70,720 shares (Non-Promoter)
  • Devansh Kalpataru Shah: 31,70,720 shares (Non-Promoter)
  • Faithful Vincom Private Limited: 85,46,200 shares (Non-Promoter, Ultimate Beneficial Owner: Ishan Agarwal)
  • Navin Keshirmal Mehta: 54,35,520 shares (Non-Promoter)
  • Anjana Hardik Shah: 54,35,520 shares (Non-Promoter)

Lock-in Period: As specified under Chapter V of SEBI ICDR Regulations

Allotment Timeline: Within 15 days from later of (i) resolution approval date or (ii) receipt of last regulatory approval

Shareholding Pattern Impact:

  • Pre-issue: 46,34,000 shares total (Promoters: 4.40%, Non-Promoters: 95.60%)
  • Post-issue: 4,52,96,090 shares total (Promoters: 0.45%, Non-Promoters: 99.55%)

No Change in Control: The preferential issue shall not result in any change in control or management of the Company

ITEM NO. 5: Appointment of Mr. Atul Ankush Marathe as Managing Director

Resolution Type: Special Resolution

DIN: 08158359

Tenure: 5 years from 21st August, 2026 to 20th August, 2031

Remuneration: To be determined by Board within limits of Schedule V of Companies Act, 2013

Qualifications: Graduate with expertise in finance, accounts, and corporate management

Current Shareholding: Nil

Termination: Either party may terminate with 6 months' notice or payment in lieu

Voting Arrangements

  • Cut-off Date: Friday, 14th August, 2026
  • Remote e-Voting Period: Tuesday, 18th August, 2026 (9:00 AM) to Thursday, 20th August, 2026 (5:00 PM)
  • Scrutinizer: Ramesh Chandra Bagdi, Practicing Company Secretary (M/s Ramesh Chandra Bagdi & Associates)
  • e-Voting Service Provider: National Securities Depository Limited (NSDL)

Financial Impact

  • Total acquisition consideration: ₹81,32,41,800 (₹42,48,97,000 for SIPL + ₹38,83,44,800 for PMLPL)
  • Equity dilution: Issuance of 4,06,62,090 new shares increasing share capital from 46,34,000 to 4,52,96,090 shares
  • Promoter holding dilution: From 4.40% to 0.45%

Documents Available for Inspection

  • Valuation report by Jha Prabhakar Pramod, Registered Valuer (IBBI/RV/16/2021/14342)
  • Compliance Certificate from M/S Ramesh Chandra Bagdi & Associates
  • Share purchase agreements and related documents