Arpit Agarwal, Megha Agarwal, and Arpit Agarwal HUF have initiated a mandatory open offer to acquire up to 9.92 crore equity shares of Kapil Raj Finance Limited , representing 26% of the expanded voting share capital, at a price of ₹2.24 per share.

The offer is triggered by a proposed preferential allotment of 26.55 crore shares to the acquirers, which will increase their holding to 69.57% of the company’s expanded capital. This transaction involves a share swap with Henyo Pack Limited, a transferor company promoted by the acquirers.

Offer Structure and Pricing

The open offer price of ₹2.24 was determined under Regulation 8(2) of the SEBI (SAST) Regulations. It exceeds the volume-weighted average market price for the 60 trading days preceding the public announcement, which stood at ₹1.65. The shares are classified as frequently traded, with an annualized trading turnover of 143.96% during the twelve months prior to the announcement.

Financial Arrangement and Approvals

The total consideration for full acceptance of the offer amounts to ₹22.22 crore. The acquirers have deposited ₹5.56 crore, representing more than 25% of the maximum consideration, into an escrow account with ICICI Bank Limited. The remaining funds are stated to come from internal resources.

The preferential issue requires shareholder approval and in-principle listing approval from BSE Limited. Upon completion of the open offer and assuming full acceptance, the acquirers will hold 36.47 crore shares, constituting 95.57% of the expanded voting share capital. The acquirers have undertaken to comply with minimum public shareholding norms post-acquisition.

What the Numbers Show

A divergence exists between the target company’s operational scale and its valuation metrics. For FY26, Kapil Raj Finance reported total revenue of ₹80.45 lakh and a net profit of ₹41.13 lakh. However, the net worth stood at ₹1348.50 lakh as of March 31, 2026. The offer price of ₹2.24 implies a market capitalization significantly higher than the book value per share, suggesting the valuation is driven by asset backing or future potential rather than current earnings power, given the modest revenue base relative to the equity size.

Kapil Raj Finance Limited has scheduled its 40th Annual General Meeting (AGM) for Wednesday, October 21, 2026, to seek shareholder approval for the acquisition of Henyo Pack Limited and a subsequent change in company name.

The Register of Members and Share Transfer Books will remain closed from October 15 to October 21, 2026 (both days inclusive) for the purpose of the AGM. The cut-off date for determining eligible members for remote voting is fixed as October 14, 2026.

Acquisition Details

The Board has recommended changing the company name to Henyo Systems Limited following the acquisition of 90% of Henyo Pack Limited. The transaction involves a preferential issue of equity shares valued at ₹59.47 crore through a share swap mechanism.

Henyo Pack Limited operates in the packaging and converted paper products segment. Incorporated in 1997, it manufactures flexible packaging materials for food, beverage, pharmaceutical, and dairy industries. The target entity reported a turnover of ₹4,673.38 lakh as on March 31, 2025. The acquisition aims to diversify Kapil Raj’s operations and leverage Henyo’s existing manufacturing capabilities and customer relationships.

Voting and Compliance Schedule

Pursuant to Section 108 of the Companies Act, 2013, and SEBI regulations, the company will provide an e-voting facility for shareholders. Remote e-voting commences on Sunday, October 18, 2026 at 09:00 am and ends on Tuesday, October 20, 2026 at 05:00 pm.

Capital Structure Changes

To facilitate the transaction, the Board proposed increasing the authorized share capital from ₹11 crore (1.1 crore shares) to ₹46 crore (4.6 crore shares). The company will also adopt a new Memorandum of Association aligned with the Companies Act, 2013, removing the obsolete "Other Objects" clause.

Additionally, Kapil Raj approved a separate cash-based preferential issue of 66,98,000 equity shares at ₹2.24 each, aggregating to ₹1.50 crore. These shares are allotted to five non-promoter public category investors.

Governance and Auditor Updates

The Board noted the resignation of Ms. Santosh Rani as Whole-time Director effective September 21, 2026, citing personal reasons. It also accepted the resignation of M/s Neeraj Jindal & Associates as Secretarial Auditors due to preoccupation with other commitments.

M/s Ankit Singhal & Associates was appointed as Secretarial Auditor for FY25-26 to fill the casual vacancy. The Board further recommended their appointment for five consecutive years from FY26-27 to FY30-31, subject to shareholder approval. Similarly, M/s SG Jain & Associates was recommended as Statutory Auditor for the same five-year period.

What the Numbers Show

The share swap ratio of 100:1 implies a significant dilution for existing shareholders relative to the target’s paid-up capital. Henyo’s paid-up capital is ₹2.95 crore, while the consideration value is derived from issuing nearly 26.5 crore new shares of Kapil Raj. This structure suggests the valuation premium is being absorbed through equity issuance rather than cash outflow, preserving liquidity for the acquirer.