Kapil Raj Finance Limited shareholders approved a proposal to change the company's name to Henyo Systems Limited during its 40th Annual General Meeting held on October 21, 2026. The move signals a strategic pivot for the Delhi-based entity, accompanied by an increase in authorised share capital and the appointment of new auditors.

The meeting, conducted via video conferencing, saw the adoption of the audited financial statements for FY26. Shareholders also ratified the re-appointment of Amit Balkrishna Ghume as Managing Director, who retired by rotation. The board's decision to alter the name from Kapil Raj Finance to Henyo Systems suggests a potential shift in business focus or branding strategy, although specific operational details regarding this transition were not disclosed in the AGM proceedings.

Key resolutions passed

The special business transacted at the meeting included significant structural changes:

• Name Change: Approval to change the name from Kapil Raj Finance Limited to Henyo Systems Limited, with consequential alterations to the Memorandum of Association.
• Capital Increase: Proposal to increase the authorised share capital and alter the capital clause of the MOA.
• Share Issuance: Approval for a preferential issue of fully paid-up equity shares for consideration other than cash.
• Director Regularization: Regularization of Harit Anand as Whole-time Director, and Arun Kumar Pandey and Manoj Yadav as Non-executive Directors.

Auditor appointments and compliance

The company appointed SG Jain & Associates as Statutory Auditors for a five-year term. Additionally, Ankit Singhal & Associates was appointed as Secretarial Auditors to fill a casual vacancy. The AGM noted that both the Statutory Auditors' Report and the Secretarial Auditor's Report for FY26 contained no qualifications, adverse remarks, or disclaimers.

Governance and attendance

A total of 35 members attended the virtual meeting. All directors were present except Dipesh Dinkar Kamble and Gursharandeep Kaur. The scrutinizer for the remote e-voting process was Amit Saxena & Associates, Practicing Company Secretaries. Voting results on all resolutions are expected to be submitted separately.

What the numbers show

The simultaneous approval of a name change to "Henyo Systems" and an increase in authorised share capital indicates preparation for future capital raising or expansion activities. While the current name suggests a finance-oriented business, the new name implies a potential diversification into systems or technology sectors, pending further disclosure.

Kapil Raj Finance Limited faces a mandatory open offer from its new acquirers, Arpit Agarwal, Megha Agarwal, and Arpit Agarwal (HUF), to purchase up to 9,92,12,282 equity shares representing 26% of the expanded voting share capital. The offer price is fixed at ₹2.24 per share, aggregating to a maximum consideration of ₹22.22 crore.

This offer is triggered by the proposed preferential issue of 27,21,85,700 equity shares, which will result in the Acquirers holding 69.57% of the company's expanded paid-up equity capital. The transaction is structured as a share swap with Henyo Pack Limited, where Kapil Raj Finance will acquire 90% of Henyo Pack’s equity against the issuance of new shares to the Acquirers.

Offer Structure and Timeline

The open offer is being made under Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011. The tendering period is scheduled to commence on November 16, 2026, and close on November 30, 2026. The Identified Date for determining eligible shareholders is October 30, 2026.

The Acquirers have deposited ₹5.56 crore in an escrow account with ICICI Bank, representing more than 25% of the total offer consideration. The Manager to the Offer is Novus Capital Advisors Private Limited.

Financial Context and Valuation

Kapil Raj Finance reported a profit after tax of ₹41.13 lakh for FY26, a significant turnaround from a loss of ₹0.84 lakh in FY25. The company’s net worth stood at ₹1,403.40 lakh as of June 30, 2026. The offer price of ₹2.24 is justified based on the highest negotiated price under the Share Swap Agreement and exceeds the volume-weighted average market price of ₹1.65 for the 60 trading days preceding the public announcement.

What the Numbers Show

A critical observation from the filing is the shift in control dynamics and public holding. Post the preferential issue and assuming full acceptance of the open offer, the Acquirers will hold 95.57% of the company’s expanded voting share capital. Consequently, public shareholding will drop to 4.43%, falling significantly below the minimum public shareholding requirement of 25% mandated by SEBI LODR Regulations. The Acquirers have undertaken to take necessary steps to facilitate compliance with these regulations, indicating a potential future dilution or strategic adjustment to restore public float levels.

Strategic Rationale

The primary objective of the acquisition is to gain management control over Kapil Raj Finance. The underlying transaction involves Kapil Raj Finance acquiring 90% of Henyo Pack Limited, a packaging manufacturer, thereby diversifying its business activities beyond financing and trading. The Acquirers have stated they do not intend to delist the company pursuant to this offer and have no plans to alienate significant assets for a period of two years.