Key Quantitative Figures

  • Revised issue price: ₹2.26 per equity share (increased from ₹2.24), consisting of ₹1 face value and ₹1.26 premium
  • Share swap issue: 26,54,87,700 equity shares for aggregate consideration of ₹60,00,02,202
  • Cash preferential issue: 66,98,000 equity shares for aggregate consideration of ₹1,51,37,480
  • Henyo acquisition: 26,54,877 equity shares (90% stake) acquired through 100:1 swap ratio
  • Post-issue share capital: 38,15,85,700 equity shares from pre-issue 10,94,00,000

Parties Involved

  • Target company: Henyo Pack Limited (formerly Epac Flexibles Private Limited)
  • Valuer: Mr. Bhavin R Patel, Registered Valuer (IBBI/RV/05/2019/11668)
  • Company Secretary: M/s. Amit Saxena & Associates
  • Proposed allottees (swap): Arpit Agarwal (22,40,48,600 shares), Megha Agarwal (2,74,67,000 shares), Arpit Agarwal (HUF) (1,39,72,100 shares)
  • Proposed allottees (cash): Sandeep Bansal (22,33,000 shares), Nishtha Goel (11,25,000 shares), Srishti Jain (11,25,000 shares), Nitesh Agrawal (11,25,000 shares), Yogesh Agrawal (10,90,000 shares)

Purpose and Rationale

For Share Swap Issue: To acquire 90% stake in Henyo Pack Limited through share swap arrangement (100:1 ratio) for business diversification into packaging and converted paper products segment. Henyo has 25-year operational history with 7,200 MT annual capacity and ISO certifications.

For Cash Preferential Issue: To raise ₹1.51 crore for business expansion and general corporate purposes, particularly supporting the diversification into packaging segment post-Henyo acquisition.

Financial and Operational Impact

  • Capital structure change: Post-issue paid-up capital increases to 38,15,85,700 shares from 10,94,00,000 shares
  • Promoter holding change: New promoters (Agarwal family) will hold 69.57% post-issue versus nil currently
  • Control change: Acquirers will trigger open offer requirements under SEBI SAST Regulations
  • Subsidiary creation: Henyo will become subsidiary of Kapil Raj Finance Limited
  • No cash outflow: Share swap issue involves consideration other than cash

Shareholding Pattern Changes

Pre-issue (June 30, 2026):

  • Promoter holding: 0%
  • Public holding: 100% (10,94,00,000 shares)

Post-issue:

  • Promoter holding: 69.57% (26,54,87,700 shares)
  • Public holding: 30.43% (11,60,98,000 shares)
  • Includes both swap shares (26.55 crore) and cash issue shares (66.98 lakh)

Lock-in Requirements

  • Equity shares allotted to proposed allottees subject to lock-in as per SEBI ICDR Regulations
  • Pre-preferential shareholding of allottees also subject to lock-in

Valuation Basis

  • Minimum issue price determined as higher of:
  • 90-day VWAP: ₹1.75 per share
  • 10-day VWAP: ₹2.251 per share
  • Final issue price set at ₹2.26 per share based on valuation report by independent registered valuer