1. Adoption of New Memorandum of Association

The Board approved adopting a revised Memorandum of Association (MOA) aligned with the Companies Act, 2013, removing the concept of "Other Objects" which is no longer required under the new Act. This is subject to member approval.

2. Increase in Authorized Share Capital

The authorized share capital will be increased from ₹11,00,00,000 (divided into 1,10,00,000 equity shares of ₹1 each) to ₹46,00,00,000 (divided into 4,60,00,000 equity shares of ₹1 each), subject to member approval.

3. Acquisition of Henyo Pack Limited

The Board approved acquiring 90% of the share capital of Henyo Pack Limited through a share swap arrangement. Henyo Pack Limited:

  • Incorporated on August 8, 1997
  • Authorized capital: ₹3,00,00,000
  • Paid-up capital: ₹2,94,99,030
  • Turnover: ₹4,673.38 lakhs (FY 2024-2025), ₹2,836.41 lakhs (FY 2023-2024), ₹2,986.62 lakhs (FY 2023-2022)
  • Business: Packaging and converted paper products
  • Not a related party transaction

The acquisition will be completed through issuance of up to 26,54,87,700 equity shares of Kapil Raj Finance at ₹2.24 per share (swap ratio: 100 shares of Kapil Raj for 1 share of Henyo).

4. Preferential Issue for Share Swap

The company will issue 26,54,87,700 equity shares of face value ₹1 each at ₹2.24 per share (₹1 face value + ₹1.24 premium) to three investors:

  • Arpit Agarwal: 22,40,48,600 shares (58.72% post-issue holding)
  • Megha Agarwal: 2,74,67,000 shares (7.20% post-issue holding)
  • Arpit Agarwal (HUF): 1,39,72,100 shares (3.66% post-issue holding)

Total consideration: ₹59,46,92,448

5. Preferential Issue for Cash

The Board approved issuing 66,98,000 equity shares at ₹2.24 per share to five public category investors for cash consideration of ₹1,50,03,520:

  • Sandeep Bansal: 22,33,000 shares (0.82% post-issue holding)
  • Nishtha Goel: 11,25,000 shares (0.29% post-issue holding)
  • Srishti Jain: 11,25,000 shares (0.56% post-issue holding)
  • Nitesh Agrawal: 11,25,000 shares (0.29% post-issue holding)
  • Yogesh Agrawal: 10,90,000 shares (0.29% post-issue holding)

6. Alteration of Object Clause

The MOA will be amended to include business activities in sale, manufacture, and purchase of packing goods made of paper and paper materials.

7. Change of Company Name

The company name will change from "Kapil Raj Finance Limited" to "Henyo Systems Limited" subject to regulatory approvals.

8. Management Changes

  • Ms. Santosh Rani (DIN: 09155303) resigned as Whole-time Director effective September 21, 2026
  • Mr. Amit Balkrishna Ghume, Managing Director, will now be liable to retire by rotation

9. Auditor Changes

  • M/s Neeraj Jindal & Associates resigned as Secretarial Auditors effective August 21, 2026
  • M/s Ankit Singhal & Associates (FRN: S2019DE697200) appointed as Secretarial Auditor for FY 2025-26
  • Recommended M/s Ankit Singhal & Associates for 5-year term from FY 2026-27 to 2030-31
  • Recommended M/s SG Jain & Associates (FRN: 023497C) as Statutory Auditors for 5 years from FY 2026-27 to 2030-31

10. Other Approvals

  • Approval of Notice of 40th Annual General Meeting and Director Report
  • Appointment of M/s Amit Saxena & Associates as Scrutinizer for e-voting

All above approvals are subject to shareholder approval at the ensuing Annual General Meeting and other regulatory approvals as required.

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