Kapil Raj Finance Ltd

Update summary

• General update filed; no material disclosures identified in the filing.

Book closure and voting

• Book closure for equity shares from 15 October 2026 to 21 October 2026 (inclusive).
• Purpose: for the 40th AGM.
• Cut-off date: 14 October 2026; determines voting eligibility.
• Remote e-voting: 18 October 2026 09:00 IST to 20 October 2026 17:00 IST.
• Security type: Equity shares.

Financial performance

• Revenue from operations: 0.00000 Lakhs for year ended 31 March 2026.
• Other income: 80.45323 Lakhs.
• Total expenses: 25.49452 Lakhs.
• Profit before tax: 54.95871 Lakhs.
• Current tax: 13.83201 Lakhs; Deferred tax: (0.28285) Lakhs.
• Profit after tax: 41.12670 Lakhs.
• Earnings per share: 0.00000 (basic/diluted).
• Ending cash balance: 89.48856 Lakhs.

Capital structure & dividends

• Authorized share capital: Rs 11,00,00,000.
• Issued, subscribed and paid-up capital: Rs 10,94,00,000.
• Dividend: not declared for FY2025-26.
• No share buy-backs during the year.
• Shares listed on BSE Limited.

Strategic developments

• Proposed acquisition of Henyo Pack Limited to become a 90% subsidiary.
• Share swap: 100 Kapil Raj shares for 1 Henyo share.
• Issue of up to 26,54,87,700 Kapil Raj shares at Rs 2.24 each.
• Maximum consideration up to Rs 59.47 Crore.
• Valuation by Bhavin R Patel dated 21 Sep 2026; valuation published on company site.
• Relevant date for pricing: 21 Sep 2026.
• Post-issue promoter holding projected at 69.57% (subject to approvals).
• Shares to be listed on BSE; issued in dematerialised form.

Governance & board changes

• Resignations: Santosh Rani (WTD) effective 21 Sep 2026; Darji and Puthran on 26 Aug 2026.
• New appointments: Harit Anand (ED, 29 Jul 2026); Arun Kumar Pandey and Manoj Kumar (Aug 26, 2026).
• Regularisation: Harit Anand as Whole-time Director; Arun Kumar Pandey as Non-Executive; Manoj Kumar as Non-Executive.
• Statutory auditors: SG Jain & Associates appointed for 2026-31; current auditors GAMS & Associates.
• Secretarial auditors: Ankit Singhal & Associates appointed to fill casual vacancy; tenure 2026-31.

Corporate actions & compliance

• Adoption of new MOA; main objects updated; objects aligned with Companies Act 2013.
• Change of name: Kapil Raj Finance Limited to Henyo Systems Limited; CRC/ROC approvals required.
• Secretarial audit: no material qualifications; reports annexed to annual report.
• Vigil mechanism and POSH compliance in place; no reported matters in FY2025-26.
• CSR not applicable; listing regulations compliance; annual report annexures.

Internal controls & risk

• Internal financial controls found adequate; no material weaknesses per auditor.
• Board committee oversight: Audit, NRC, SRC constituted; five board meetings held this year.
• Management certification: MD and CFO certified financial statements and internal controls.
• Risk management framework in place; ongoing monitoring by Audit Committee.

Outlook & risk factors

• Management intends to restart financing activities when viable.
• Outlook includes packaging/diversification via Henyo acquisition.
• Risks include regulatory costs; uncertain cash flows; competition pressures.

Kapil Raj Finance Limited - Trading Window closed from 01 October, 2026 till the end of 48 hours after the declaration of Unaudited Financial Results for the Quarter and Half Year ended 30 September 2026

Open Offer Overview

• Acquirers: Arpit Agarwal, Megha Agarwal, and Arpit Agarwal HUF (PACs)
• Target: Kapil Raj Finance Limited
• Purpose: Triggered cash open offer for 26% of expanded voting capital

Offer Details

• Open offer size: up to 9,92,12,282 equity shares
• Shares representing 26% of expanded capital
• Offer price: Rs 2.24 per share; total Rs 22,22,35,512
• Mode of payment: Cash
• Type: Triggered offer under SEBI SAST
• Not subject to minimum acceptance; not a competing offer

Transaction Background

• Underlying transaction: Share Swap Agreement dated Sep 21, 2026
• Preferential issue of 26,54,87,700 shares, 69.57% of expanded capital
• Allocation: 22,40,48,600 shares to Acquirer-1
• Allocation: 2,74,67,000 shares to Acquirer-2
• Allocation: 1,39,72,100 shares to Acquirer-3
• Promoters to be after underlying transactions

Post-Offer Impact

• Acquirer post-offer holdings: A1 58.72%; A2 7.20%; A3 3.66%
• Total post-offer expanded voting share: 69.57%
• No intention to delist

Timeline & Process

• Public Announcement date: 21 September 2026
• DPS to be published by 28 September 2026
• Eligible to tender: public shareholders excluding acquirers
• Open offer tendering period will follow SEBI rules

Independent Directors' Recommendation

• Independent directors' recommendations: Not disclosed in PA

Other Material Information

• Regulatory approvals: SEBI SAST clearance and other approvals
• Offer subject to conditions precedent and regulatory approvals
• Acquirers have firm financial arrangements for funding the offer
• Acquirers do not intend to delist

Target and deal terms

• Target: Henyo Pack Limited, packaging and converted paper products, India.
• Turnover: ₹4,673.38 Lakhs for FY2024-25.
• Incorporated on 08/08/1997.
• Authorized capital ₹3 crore; paid-up capital ₹2.95 crore.
• Industry: packaging and converted paper products.
• Acquisition: 90% equity via share swap.
• Share swap ratio: 100 Kapil Raj shares per Henyo share.
• Total consideration: ₹59,46,92,448.
• Henyo shares to be acquired: 26,54,877 equity shares (90%).
• Completion timeline: 30 days from stock exchange approval.
• Regulatory approvals: Not applicable.
• Strategic rationale: diversify into packaging; leverage Henyo's capabilities.

Henyo background

• Sector: packaging and converted paper products.
• Incorporated in 1997; country: India.
• Turnover history: 2022-23 ₹2,986.62 L; 2023-24 ₹2,836.41 L.
• Turnover 2024-25: ₹4,673.38 L.
• Products: manufacturing and conversion of flexible packaging materials.

Approvals and timing

• Regulatory approvals: Not applicable.
• Indicative completion: 30 days from stock exchange approval.
• Related party: No, not a related party transaction.
• MOA changes and name alteration: subject to member approvals.

Economics and stake

• Share swap: 100 Kapil Raj shares per Henyo share.
• Acquired stake: 90% of Henyo Pack Limited.
• Total consideration: ₹59,46,92,448.
• Shares issued: up to 26,54,87,700 Kapil Raj shares.

Meeting Details

• Date: 21 September 2026; Time not disclosed; Venue: Registered Office.

Key Agenda Items

• Consider and approve fund-raising via equity shares or other securities.
• Modes include rights issue and preferential issue, subject to approvals.
• Any other items as may be decided by the Board.

Other Notes

• Time and trading window details not disclosed.

Governance update

• Board meeting on 26 August 2026 disclosed resignations of Non-Executive Directors.
• Exchange requested Annexure-A; resignation letters now enclosed for records.
• Company states required disclosures were filed within timelines; omission of letters was inadvertent.
• Letters are signed by Santosh Rani, Whole Time Director (DIN 09155303).
• No replacement or timing details disclosed in this filing.