Kapil Raj Finance open offer: ₹22.22 crore in 2026

Oct 06, 2026•3 min read

Kapil Raj Finance Ltd

KAPILRAJ

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What has been announced

Kapil Raj Finance Ltd (BSE: 539679) has received a public announcement for a mandatory open offer from Arpit Agarwal, Megha Agarwal and Arpit Agarwal HUF. The acquirers have offered to buy up to 9,92,12,282 equity shares, which represents 26% of the company’s expanded voting share capital. The offer price is ₹2.24 per share. At full acceptance, the maximum cash consideration is stated at ₹22.22 crore.

Who the acquirers are and what changes in control

The disclosed acquirers are Arpit Agarwal, Megha Agarwal and Arpit Agarwal HUF. The announcement states they held no shares in Kapil Raj Finance before the proposed transaction. A key outcome of the structure is that the acquirers are set to become promoters after the preferential allotment. If the open offer is fully accepted after the allotment, their holding is expected to increase sharply in the expanded capital.

Offer size, pricing, and how the price was set

The open offer price of ₹2.24 per share is stated to have been determined under Regulation 8(2) of the SEBI (SAST) Regulations. The announcement also compares this price with the 60-trading-day volume-weighted average market price (VWAP) preceding the public announcement. That 60-day VWAP is disclosed at ₹1.65, which makes the offer price higher by ₹0.59 per share. The disclosure highlights how regulatory pricing benchmarks can differ from market prices around corporate actions.

Preferential allotment that triggers the open offer

The open offer is linked to a proposed preferential allotment to the acquirers. Kapil Raj Finance has agreed to issue 26,54,87,700 shares to the acquirers at ₹2.24 per share. Post this preferential issue, the acquirers’ holding is stated to rise to 69.57% of the company’s expanded capital. The open offer is therefore positioned as a mandatory requirement triggered by the change in shareholding and control.

The announcement ties the preferential issue to a share swap arrangement involving Henyo Pack Limited, described as a transferor company promoted by the acquirers. Under the stated arrangement, Kapil Raj Finance would acquire a 90% stake in Henyo Pack Limited. Another disclosure in the provided text says Kapil Raj Finance approved the acquisition of a 90% stake in Henyo Pack Limited, a maker of packaging and converted paper products, for about ₹59.47 crore through a share swap. The open offer trigger is also linked to a September 21 share swap agreement.

Escrow arrangement and funding

For the open offer, the acquirers have deposited ₹5.56 crore into an escrow account with ICICI Bank Limited. The deposit is described as more than 25% of the maximum consideration. The remaining funds for the offer, as per the disclosure, are to come from internal resources. The open offer consideration is payable in cash.

Approvals and the AGM date on the calendar

The preferential issue requires shareholder approval and in-principle listing approval from BSE Limited, according to the disclosure. Kapil Raj Finance has also scheduled its 40th Annual General Meeting (AGM) for Wednesday, October 21, 2026. The stated purpose includes seeking shareholder approval for the acquisition of Henyo Pack Limited and a subsequent change in the company name.

Proposed name change after the acquisition

The board has recommended changing the company name to Henyo Systems Limited following the acquisition of 90% of Henyo Pack Limited. This proposal is linked in the disclosure to the corporate action involving the Henyo Pack transaction. The sequencing described in the announcement places shareholder approval as an important step in the process.

Key figures at a glance

Item	Detail
Target company	Kapil Raj Finance Ltd (BSE: 539679)
Acquirers	Arpit Agarwal, Megha Agarwal, Arpit Agarwal HUF
Offer size	9,92,12,282 shares (26% of expanded capital)
Offer price	₹2.24 per share
Maximum consideration	₹22.22 crore (cash)
60-day VWAP cited	₹1.65
Escrow deposit	₹5.56 crore (ICICI Bank)
Preferential issue	26,54,87,700 shares at ₹2.24
Post-preferential holding	69.57%
Post-offer holding (if fully accepted)	95.57% (36.47 crore shares)

Timeline and filings mentioned

The open offer announcement is dated September 21, 2026, with Novus Capital Advisors Pvt. Ltd. (formerly Fast Track Finsec Pvt. Ltd.) named in the materials as having submitted the public announcement copy to BSE. The SEBI filings listed in the provided text include entries for the Public Announcement dated 21-09-2026 and a Detailed Public Statement dated 28-09-2026. Novus Capital Advisors is named as the manager to the offer.

Date	Event (as disclosed)
Sep 21, 2026	Public announcement and share swap agreement referenced
Sep 28, 2026	Detailed public statement listed in filings
Oct 21, 2026	40th AGM scheduled for shareholder approvals

Market impact and what investors typically track

The announcement puts focus on control shifting from no prior holding by the acquirers to a majority stake after the preferential allotment, and potentially to 95.57% after the open offer if fully accepted. Pricing is another focal point, with ₹2.24 compared against the disclosed 60-day VWAP of ₹1.65. The transaction structure also connects an NBFC entity with the acquisition of a packaging and converted paper products business through a share swap, which is material to how investors interpret the company’s future corporate profile. Separately, the disclosure notes that the offer price sits below a September 25 closing price cited in the provided text, underlining that regulatory offer pricing and market prices can diverge.

Why this development matters

From a takeover regulation standpoint, the disclosed steps show a typical sequence: a preferential allotment and related acquisition agreement leads to a mandatory open offer for a portion of expanded capital. The open offer size (26%) and the stated post-offer holding (95.57%) indicate that the acquirers are positioning for near-complete control, subject to shareholder and listing approvals and the actual level of acceptance. The escrow deposit of ₹5.56 crore is a key compliance datapoint because it indicates funding has been arranged for a portion of the maximum obligation. Investors tracking Kapil Raj Finance will also watch the AGM outcomes, since the acquisition and the name change proposal are explicitly tied to shareholder approval.

Conclusion

Kapil Raj Finance’s September 2026 disclosures are centred on a mandatory open offer at ₹2.24 per share for up to 26% of expanded capital, alongside a preferential issue and a share swap linked to acquiring 90% of Henyo Pack Limited. The next disclosed milestone is the October 21, 2026 AGM, where shareholder approval is to be sought for the acquisition and the proposed name change to Henyo Systems Limited.

Frequently Asked Questions

Arpit Agarwal, Megha Agarwal and Arpit Agarwal HUF have announced a mandatory open offer to acquire up to 26% of Kapil Raj Finance’s expanded voting share capital.

The offer price is ₹2.24 per share, and the maximum consideration for full acceptance is ₹22.22 crore payable in cash.

The open offer is for up to 9,92,12,282 equity shares, representing 26% of the expanded voting share capital.

It is triggered by a proposed preferential allotment of 26,54,87,700 shares to the acquirers, linked to a share swap arrangement for acquiring 90% of Henyo Pack Limited.

The preferential issue requires shareholder approval and in-principle listing approval from BSE. The company’s 40th AGM is scheduled for October 21, 2026 to seek approvals, including for a proposed name change.