Kapil Raj Finance Limited

Nature of the Disclosure

This is a Draft Letter of Offer for a mandatory open offer made by Arpit Agarwal, Megha Agarwal, and Arpit Agarwal (HUF) to acquire up to 26% of the expanded voting share capital of Kapil Raj Finance Limited, triggered by a proposed preferential issue of shares.

Key Quantitative Figures

  • Offer Price: ₹2.24 per equity share of face value ₹1
  • Offer Size: 9,92,12,282 equity shares (26% of expanded voting capital)
  • Total Consideration: ₹22,22,35,512 (assuming full acceptance)
  • Escrow Amount: ₹5,56,00,000 deposited (25% of total consideration)
  • Current Paid-up Capital: 10,94,00,000 equity shares
  • Expanded Voting Capital: 38,15,85,700 equity shares post-preferential issue

Dates of Action

  • Public Announcement Date: September 21, 2026
  • Detailed Public Statement Date: September 28, 2026
  • Draft Letter of Offer Filing: October 06, 2026
  • Identified Date: October 30, 2026 (for shareholder determination)
  • Offer Opening Date: November 16, 2026
  • Offer Closing Date: November 30, 2026
  • Last Date for Payment: December 14, 2026

Parties Involved

Acquirers:

  • Arpit Agarwal (Acquirer-1) - PAN: AGGPA2080G
  • Megha Agarwal (Acquirer-2) - PAN: ANMPK8693C
  • Arpit Agarwal (HUF) (Acquirer-3) - PAN: AAMHA6023P

Manager to Offer: Novus Capital Advisors Private Limited (SEBI Reg. No: INM000012500)

Registrar to Offer: Purva Sharegistry (India) Private Limited (SEBI Reg. No: INR000001112)

Buying Broker: Nikunj Stock Brokers Limited

Escrow Bank: ICICI Bank Limited (Account: 000405167443)

Target Company: Kapil Raj Finance Limited (CIN: L65929DL1985PLC022788)

Transferor Company: Henyo Pack Limited (CIN: U21014DL1997PLC088988)

Purpose and Rationale

The open offer is triggered pursuant to Regulations 3(1) & 4 of SEBI (SAST) Regulations, 2011, due to the proposed preferential issue of 27,21,85,700 equity shares by Kapil Raj Finance Limited. This includes 26,54,87,700 shares to be issued to the acquirers against acquisition of 90% shareholding of Henyo Pack Limited through a share swap agreement at 100:1 ratio (100 Kapil Raj shares for 1 Henyo Pack share).

Financial and Operational Impact

  • Post-offer Holding: Acquirers will hold 95.57% of expanded voting capital assuming full acceptance
  • Minimum Public Shareholding: Will fall below 25% requirement, acquirers undertake to facilitate compliance
  • Control Change: Acquirers will become promoters of Kapil Raj Finance Limited
  • Subsidiary Creation: Henyo Pack Limited will become subsidiary of Kapil Raj Finance Limited

Capital Structure Impact

  • Preferential Issue: 27,21,85,700 new shares to be issued (26,54,87,700 to acquirers + 66,98,000 to public investors)
  • Capital Increase: Authorized capital to increase from ₹11 crore to ₹46 crore subject to shareholder approval
  • Dilution: Significant dilution of existing shareholders from 100% to 4.43% post-transaction

Financial Arrangements

  • Net Worth of Acquirers:
  • Arpit Agarwal: ₹56.22 crore (as of June 30, 2026)
  • Megha Agarwal: ₹6.95 crore (as of June 30, 2026)
  • Arpit Agarwal (HUF): ₹3.50 crore (as of June 30, 2026)
  • Funding: No borrowed funds; entirely from acquirers' own resources
  • Escrow: ₹5.56 crore deposited in ICICI Bank escrow account

Risk Factors

  • Oversubscription Risk: Acceptance will be on proportionate basis if oversubscribed
  • Approval Risk: Preferential issue subject to shareholder and regulatory approvals
  • Withdrawal Risk: Offer may be withdrawn only if statutory approvals are refused
  • Market Risk: Shares tendered will be locked until offer completion
  • Tax Risk: Shareholders responsible for their own tax implications

Procedure for Acceptance

  • Shares can be tendered through stock exchange mechanism during November 16-30, 2026
  • Physical share holders must submit specific documentation including original certificates
  • Demat share holders can tender through their brokers using designated acquisition window
  • Settlement will be through clearing corporation mechanism

Documents for Inspection

Various documents including share swap agreement, escrow agreement, net worth certificates, financial statements, and regulatory filings are available for inspection at Manager's office until offer closure.

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