Pasupati Fincap Limited held its 31st Annual General Meeting (AGM) for the financial year 2025-26 on September 28, 2026. The meeting was conducted through Video Conferencing and Other Audio-Visual Means, with the registered office in Delhi serving as the deemed venue.

The proceedings commenced at 12:00 pm and concluded at 12:28 pm. A total of 24 members attended the virtual meeting. The Company Secretary and Compliance Officer confirmed that the requisite quorum was present before calling the meeting to order. Mr. Anil Malik, Whole Time Director and Chairman, chaired the session and addressed shareholders on the company's overall performance during the year.

Agenda items and resolutions

The meeting transacted three primary items of business, covering both ordinary and special resolutions. Members were provided with remote e-voting facilities from September 25 to September 27, 2026, via CDSL. Those who did not vote remotely could cast their votes during the live meeting.

The first item involved receiving, considering, and adopting the audited balance sheet, profit and loss statement, cash flow statement, and reports of the Board of Directors and Auditors for the year ended March 31, 2026.

Voting and scrutiny process

Mr. Akash Goel, proprietor of M/s Akash & Co., Company Secretaries, was appointed as the scrutinizer by the Board on September 3, 2026. He oversaw the scrutiny of both remote e-voting and voting conducted during the AGM. The consolidated scrutinizer’s report and final results are scheduled to be announced and submitted to the stock exchanges within two working days of the meeting's conclusion.

No shareholder speakers were present during the session, resulting in no questions or queries being raised. The e-voting window remained open for 15 minutes during the meeting to facilitate participation from attendees who had not used the remote facility.

Pasupati Fincap Limited shareholders will have the opportunity to sell up to 12,22,000 equity shares, representing 26.00% of the voting capital, to Uday Narang at a price of ₹12 per share. The tendering period for this mandatory open offer is scheduled from October 1, 2026, to October 15, 2026.

Trigger and Transaction Details

The open offer is triggered by Uday Narang’s acquisition of 5,42,925 equity shares (11.55% of voting capital) from promoter Dinesh Pareekh under a Share Purchase Agreement dated August 5, 2026. The negotiated price for this underlying transaction was also ₹12 per share, aggregating to ₹65,15,100. Upon completion of the SPA and the open offer, assuming full acceptance, Narang will hold 37.55% of the company’s voting rights and will assume the role of promoter.

The offer price of ₹12 is justified as it exceeds the volume-weighted average market price of ₹11.08 for the sixty trading days preceding the public announcement. The total funds required for the open offer, assuming full acceptance, amount to ₹1,46,64,000. Narang has certified that these funds are available from his own resources, with an escrow deposit of ₹37,00,000 already made with Yes Bank Limited.

Independent Directors Recommendation

The Committee of Independent Directors (IDC) of Pasupati Fincap has unanimously approved the recommendation that the open offer is fair and reasonable. The IDC, comprising Mr. Sanjeev Khanna (Chairperson), Mrs. Rakhi Sharma, and Mr. Sandhya Kohli, confirmed that none of its members hold any equity shares in the target company or have any relationship with the acquirer, Uday Narang.

In its recommendation dated September 26, 2026, published on September 28, 2026, the IDC stated that the offer price of ₹12 per share is the highest among selective criteria and aligns with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The committee noted that the target company has not received any shareholder complaints regarding the offer process or valuation.

Dispatch and Offer Timeline

The Letter of Offer Dispatch Confirmation Advertisement was published on September 27, 2026, in Financial Express (English), Jansatta (Hindi), and Mumbai Lakshadeep (Marathi). The dispatch of the letter of offer to public shareholders, identified as of September 17, 2026, was completed on September 24, 2026.

A total of 2,697 shareholders received the documents: 1,225 via email and 1,472 via physical speed post. The Manager to the Offer is Fintellectual Corporate Advisors Private Limited, while Skyline Financial Services Private Limited serves as the Registrar.

Financial Position and Capital Restructuring

The target company has been grappling with significant accumulated losses. As of March 31, 2025, accumulated losses stood at ₹5,35,37,249.50. To address this, the Board approved a reduction of share capital in February 2026, primarily to write off these losses and rationalize the capital structure. This application is currently pending before the National Company Law Tribunal (NCLT).

The company’s financial performance has been volatile, with recent quarters showing mixed results against a backdrop of minimal operational scale.

What the Numbers Show

A critical divergence exists between the company's reported profitability and its net worth trajectory. While the unaudited results for the quarter ended June 30, 2026, show a profit before tax of ₹33.83 lakh, the net worth remains negative at (₹55.83 lakh). This improvement in quarterly performance appears driven by a sharp spike in income from operations to ₹45.00 lakh in Q1FY27, compared to just ₹8.95 lakh for the entire FY26. However, the persistent negative net worth underscores the severity of the historical losses that necessitated the proposed capital reduction scheme currently awaiting NCLT approval.