Kapil Raj Finance Limited approved a ₹59.47 crore preferential issue via share swap to acquire 90% of Henyo Pack Limited. The Board also recommended changing the company name to Henyo Systems Limited.

The transaction, valued at ₹59,46,92,448, involves issuing up to 26,54,87,700 equity shares at an issue price of ₹2.24 per share. This represents a swap ratio of 100:1, where Kapil Raj issues 100 shares for every one Henyo share acquired.

Acquisition Details

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.

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.

Kapil Raj Finance has scheduled a board meeting for September 21, 2026, to consider raising funds through equity shares. The company is exploring issuance via rights issue, preferential issue, or other permissible modes.

The proposal requires approval from the Board of Directors and subsequently from the company's members. The fundraising will be executed in one or more tranches at prices and terms determined by the board, subject to statutory approvals.

Regulatory Compliance

The intimation was issued pursuant to Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting will also address any other items decided by the board.

Director Harit Anand signed the disclosure, confirming the agenda for the upcoming session.