Kanungo Financiers Limited confirmed the publication of its Extra-Ordinary General Meeting (EOGM) notice in English and Gujarati newspapers on August 8, 2026, as required under Regulation 47(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting is scheduled for August 21, 2026, to seek shareholder approval for a share swap transaction valued at ₹81,32,41,800. This procedural update follows a corrigendum issued on August 5, 2026, which clarified that the proposed allottees will retain their non-promoter status post-issue, ensuring no change in the company’s promoter group structure.

The EOGM aims to approve the acquisition of 19.50% equity stakes in Startech Infralogistics Private Limited (SIPL) and Peepal Mining and Logistics Private Limited (PMLPL). The consideration will be paid through the issuance of 4,06,62,090 equity shares at ₹20 per share. This all-equity transaction preserves Kanungo Financiers’ cash reserves while expanding its asset base into logistics and mining sectors.

Voting Timeline and Mechanics

Shareholders holding shares as of the cut-off date of August 14, 2026, are eligible to vote. Remote e-voting commences on August 18, 2026, at 9:00 A.M. (IST) and concludes on August 20, 2026, at 5:00 P.M. (IST). Members who cast their votes via remote e-voting may attend the EOGM but cannot vote again during the meeting. Those attending who have not voted remotely may vote electronically during the session.

Acquisition Structure

The transaction involves acquiring 11,18,150 equity shares of SIPL for ₹42,48,97,000 and 10,21,960 equity shares of PMLPL for ₹38,83,44,800. The corrigendum issued earlier this week rectified clerical errors in the original notice dated July 24, 2026, specifically confirming that all eight allottees remain non-promoters. This clarification is critical for regulatory compliance under Regulation 163(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, certified by M/s. Ramesh Chandra Bagdi & Associates.

Regulatory Compliance

Director Mahendra Kumar Jagdeesh Patel signed the intimation letter to BSE Limited, affirming that the notice is available on the company’s website and the BSE portal. The meeting will be conducted via Video Conferencing or Other Audio-Visual Means (VC/OAVM), adhering to MCA circulars and SEBI guidelines for virtual general meetings.

Kanungo Financiers Ltd has informed BSE that it has received a Final Order dated June 30, 2026 from the Securities and Exchange Board of India (SEBI) in the matter relating to Mauria Udyog Limited and four other scrips, wherein the company has been named as one of the noticees. The disclosure was made on July 8, 2026 under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company stated it is reviewing the order with the assistance of its legal and professional advisors to understand its implications and will take appropriate action as advised, with further disclosures to follow if required.

Background of the SEBI Proceedings

The Final Order, issued under Sections 11(1), 11(4), 11(4A), 11B(1), and 11B(2) of the Securities and Exchange Board of India Act, 1992, pertains to an alleged scheme of price and volume manipulation across five listed scrips: Mauria Udyog Ltd. (MUL), 7NR Retail Ltd., Darjeeling Ropeway Company Ltd. (DRCL), GBL Industries Ltd., and Vishal Fabrics Ltd. (VFL). SEBI had originally passed an Interim Order-cum-Show Cause Notice dated June 19, 2023 against one Mr. Hanif Shekh and 225 other entities, alleging a structured fraudulent scheme executed across these scrips during the period 2017 to 2020.

The 394-page Final Order names a total of 226 entities as noticees, including individuals, partnership firms, private limited companies, and listed entities. Kanungo Financiers Ltd appears as Noticee No. 222 in the proceedings.

Role Attributed to Kanungo Financiers in the Order

According to the SEBI order, Kanungo Financiers Ltd was identified as part of Sub-Group 5.A — a set of entities alleged to have acted as conduits for the transfer of unlawful sale proceeds from offloaders, ultimately routing funds to entities allegedly controlled by Mr. Hanif Shekh. The order notes that certain Sub-Group 3 entities (Kolkata-based offloaders) held more than 1% shareholding each in Kanungo Financiers Ltd, which was cited as one of the indicators of connection to the alleged scheme.

The following key details regarding Kanungo Financiers' alleged role are noted in the order:

Alleged Scheme and Key Findings

SEBI's investigation alleged that the fraudulent scheme was executed in three broad phases across the five scrips. In the first phase, groups of connected entities termed 'PV Influencers' executed structured and synchronised trades to artificially inflate price and volume. In the second phase, Mr. Hanif Shekh allegedly circulated buy recommendations through bulk SMSes and websites, inducing retail investors. In the third phase, entities connected to Mr. Hanif Shekh or to the respective company promoters offloaded shares at inflated prices, with proceeds allegedly routed through multiple layers of conduit entities.

The order quantified alleged unlawful gains of approximately ₹143.79 crore that were purportedly transferred through conduit entities, often through layers, ultimately to the promoters of the said companies and/or entities controlled by Mr. Hanif Shekh. The volume impact of SMS circulation across the five scrips is summarised below:

Company's Response and Next Steps

Kanungo Financiers Ltd, in its filing to BSE, stated that it is reviewing the Final Order with the assistance of its legal and professional advisors to understand its implications. The company has indicated it will take appropriate action as advised and shall make further disclosures, if required, in accordance with the applicable provisions of the SEBI (LODR) Regulations, 2015. The filing was signed by Mr. Mahendra Kumar Jagdeesh Patel, Director (DIN: 10782956), on July 8, 2026.

The SEBI Final Order carries the reference number WTM/AS/IVD-2/ID16/32460/2026-27 and was passed by the Whole Time Member of SEBI. The order imposes varying periods of market restraint and monetary penalties on the 226 noticees based on their respective roles, with disgorgement directions also specified for entities found to have made unlawful gains.