Appointment of Executive DIrector and CFO

Date: 24th July, 2026 The Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 540515 Scrip ID: KANUNGO Subject: Outcome of the Adjourned Meeting of the Board of Directors held on 24th July, 2026 pursuant to Regulations 30 and 33 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, With reference to our earlier intimation dated 16th July, 2026 regarding the meeting of the Board of Directors scheduled to be held on 22nd July, 2026, and further intimation regarding the adjournment of the said meeting on 22nd July, 2026, we wish to inform you that the Adjourned Meeting of the Board of Directors of the Company was duly held today, Friday, 24th July, 2026, at the Registered Office of the Company, inter alia, the board discussed, considered and approved the following matters: - 1. The Increase Board of Directors approved the proposal for increase in authorized share capital of the company from Rs. 5,24,00,000/- (Rupees Five Crores Twenty-Four Lakh Only) divided into 52,40,000 (Fifty-Two Lakh Forty Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000/- (Five Crores Only) Equity shares of Rs. 10/- (Rupees Ten Only) each by addition of Rs. 44,76,00,000/- (Rupees Forty-four Crores Seventy-Six Lakh Only) divided into 4,47,60,000 (four Crores Forty- Seven Lakh Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each face value, subject to the shareholders’ approval in coming Extra Ordinary General Meeting of the company. 2. Alteration of Clause- V with respect to capital clause pursuant to Increase in Authorised Share Capital of the Memorandum of Association of the company, subject to approval of members of the company in the ensuing Extra-Ordinary General Meeting. 3. Took on records the Valuation Report of the Target Companies to ascertain the Fair Value of Eq. Shares for the purpose of Acquisition(s) of M/s Startech Infralogistics Private Limited ("SIPL") and M/s. Peepal Mining and Logistics Private Limited ("PMLPL") issued by Registered Valuer - Prabhakar Pramod Jha (Reg. no. IBBI/RV/16/2021/14342). 4. The board discussed and took final decision on the Acquisition of M/s. Startech Infralogistics Private Limited ("SIPL") equity shares of Rs. 10/- each face value i.e. 19.50% equity shareholding of M/s. Startech Infralogistics Private Limited ("SIPL") from the existing shareholders of " SIPL ", on which the Board of Directors has given their initial approval in its meeting held on 14th July 2026, for a total purchase consideration of Rs. 42,48,97,000/- (Rupees Forty-Two Crores Forty-Eight Lakhs Ninety-Seven Thousand Only) at a price of Rs. 380/- (Rupees Three Hundred Eighty Only) per equity share, by issuance and allotment of up to 2,12,44,850 fully paid-up equity shares of the Company having face value of Rs. 10/- (Rupees One Only) each at a price of Rs. 20/- (Rupees Twenty Only) per equity share, including a premium of Rs. 10/- Only per equity share determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), for a consideration other than cash (share swap) (for discharge of entire purchase consideration) to the shareholders of “SIPL”. Pursuant to this acquisition “SIPL” will become the Associate Company of Kanungo Financiers Limited. The details as required to be disclosed under Regulation 30 of the Listing Regulations read with SEBI Circular, is enclosed herewith as Annexure-A. 5. The board discussed and took final decision on the Acquisition of M/s. Peepal Mining and Logistics Private Limited ("PMLPL") equity shares of Rs. 10/- each face value i.e. 19.50% equity shareholding of M/s. Peepal Mining and Logistics Private Limited ("PMLPL") from the existing shareholders of " PMLPL", on which the Board of Directors has given their initial approval in its meeting held on 13th July 2026, for a total purchase consideration of Rs. 38,83,44,800/- (Rupees Thirty-Eight Crores Eighty-Three Lakhs Forty-four Thousand Eight Hundred Only) at a price of Rs. 380/- (Rupees Three Hundred Eighty Only) per equity share, by issuance and allotment of up to 1,94,17,240 fully paid-up equity shares of the Company having face value of Rs. 10/- (Rupees One Only) each at a price of Rs. 20/- (Rupees Twenty Only) per equity share, including a premium of Rs. 10/- Only per equity share determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), for a consideration other than cash (share swap) (for discharge of entire purchase consideration) to the shareholders of “PMLPL”. Pursuant to this acquisition “PMLPL” will become the Associate Company of Kanungo Financiers Limited. The details as required to be disclosed under Regulation 30 of the Listing Regulations read with SEBI Circular, is enclosed herewith as Annexure-B. 6. Took on records the Valuation Report of the Kanungo Financiers Limited “Company” to ascertain the Fair Value of Eq. Shares for the purpose of Allotment of Eq. Shares to the shareholders of M/s Startech Infralogistics Private Limited ("SIPL") and M/s. Peepal Mining and Logistics Private Limited ("PMLPL") issued by Registered Valuer - Prabhakar Pramod Jha (Reg. no. IBBI/RV/16/2021/14342). 7. Took on Records the Compliance Certificate and Pricing Certificate for Preferential issue of Eq. Shares. 8. The board discuss and approved the proposal for offer, Issue, and allot 4,06,62,090 Equity Shares of face value Rs. 10/- each face value at an issue price of Rs. 20/- (including premium of Rs. 10/-) each of the company on a Preferential Basis to the shareholders of M/s Startech Infralogistics Private Limited ("SIPL") and M/s. Peepal Mining and Logistics Private Limited ("PMLPL") for consideration other than cash (share swap), which has been determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), for a consideration other than cash (share swap) (for discharge of entire purchase consideration) to the shareholders of M/s Startech Infralogistics Private Limited ("SIPL") and M/s. Peepal Mining and Logistics Private Limited ("PMLPL"), on such terms and conditions which will be approved by board in this meeting, subject to the shareholders’ approval in ensuing general meeting of the company. The details as required to be disclosed under Regulation 30 of the Listing Regulations read with SEBI Circular, is enclosed herewith as Annexure-C 9. Authorised to the Managing Director, Directors or Company Secretary of the Company to sign the application, documents, deeds, forms and to make necessary application and file documentation with various authorities and stock exchange and where as necessary for the purpose of preferential issue and other matters approved by the Board of Directors. 10. Extra-Ordinary General Meeting (“EOGM”) of the Company will be held on 21th August, 2026 at 03:00 P.M. (IST) (IST) through Video Conferencing/Other Audio-Visual Means in accordance with the relevant circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India. 11. Approved the appointment of Scrutinizer for EOGM E-Voting facility. 12. Authorised to Managing Director, Executive Director and Company Secretary to send the notice of EOGM and make necessary applications to the Stock Exchange/Depositories etc. in this regard. 13. Resignation of Mr. Chirag Kirtikumar Shah as a Managing Director & CFO of the Company. ANNEXURE – D 14. Appointment of Mr. Atul Ankush Marathe (DIN: 08158359) as a Executive Director & CFO of the Company. ANNEXURE – E The aforesaid Board Meeting commenced at 5.00 P.M and concluded at 7 [Showing first 8,000 characters — download PDF for full document]