Kanungo Financiers Limited’s Board of Directors approved the acquisition of 19.5% equity stakes in Startech Infralogistics Private Limited (SIPL) and Peepal Mining and Logistics Private Limited (PMLPL) through a share swap mechanism on July 24, 2026. The total consideration for both acquisitions amounts to ₹81,32,41,800, funded entirely by the issuance of 4,06,62,090 new equity shares at ₹20 per share. This strategic move aims to diversify the company’s business into transportation and mining logistics, creating new revenue streams for shareholders.

The board also approved an increase in authorized share capital from ₹5.24 crore to ₹50 crore to facilitate these transactions and future growth. Additionally, the company announced leadership changes: Chirag Kirtikumar Shah resigned as Managing Director and CFO due to other professional engagements, effective July 24, 2026. Atul Ankush Marathe was appointed as Executive Director and CFO to ensure smooth operational continuity. Shareholder approval for these matters will be sought at an Extra-Ordinary General Meeting (EOGM) scheduled for August 21, 2026.

Acquisition Details

The acquisitions are structured as non-cash considerations under Chapter V of the SEBI ICDR Regulations, 2018. Valuation reports were issued by Registered Valuer Prabhakar Pramod Jha (Reg. no. IBBI/RV/16/2021/14342). Both target companies will become associate companies of Kanungo Financiers post-acquisition.

Startech Infralogistics reported a turnover of ₹52,37,78,000 for FY25, while Peepal Mining reported ₹71,19,43,000 for the same period. The acquisitions are expected to be completed within 15 days of final shareholder or stock exchange approval.

Capital Restructuring and Leadership Changes

To support the expanded capital structure, the board proposed increasing the number of equity shares from 52,40,000 to 5,00,00,000 shares of ₹10 face value each. This requires altering Clause V of the Memorandum of Association. The EOGM notice will also include the appointment of a scrutinizer for e-voting facilities.

Chirag Kirtikumar Shah cited time constraints and personal commitments as reasons for his resignation, confirming no material undisclosed reasons. Atul Ankush Marathe brings expertise in financial planning, reporting, and regulatory compliance to his new role as Executive Director and CFO, effective immediately subject to board approval.

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.