Uday Narang has initiated a mandatory open offer to acquire up to 12,22,000 fully paid-up equity shares of Pasupati Fincap Limited (BSE: PASUFIN) at an offer price of ₹12 per share. The Draft Letter of Offer, dated August 19, 2026, was submitted to the Securities and Exchange Board of India (SEBI) and the Bombay Stock Exchange (BSE), marking the formal commencement of the acquisition process.

The open offer is triggered by a Share Purchase Agreement (SPA) executed on August 5, 2026, between Narang and Dinesh Pareekh, a promoter of the target company. Under the SPA, Narang acquired 5,42,925 equity shares representing 11.55% of the voting share capital for a total consideration of ₹65,15,100. This transaction transfers management control to Narang, who will replace the existing promoter group as the company’s promoter upon completion.

Offer Details and Timeline

The open offer size represents 26% of the voting share capital of Pasupati Fincap. If fully accepted, Narang’s total holding would increase to 37.55%. The offer is unconditional and not subject to any minimum acceptance level. Key dates for the transaction include:

• Public Announcement Date: August 5, 2026
• Draft Letter of Offer Filing: August 19, 2026
• Identified Date: September 15, 2026
• Tendering Period Commencement: September 29, 2026
• Tendering Period Closure: October 13, 2026

Fintellectual Corporate Advisors Private Limited serves as the Manager to the Offer, while Skyline Financial Services Private Limited acts as the Registrar to the Offer. Nikunj Stock Brokers Limited has been appointed as the buying broker for the transaction.

Financial Arrangements

Narang has confirmed adequate financial resources to fulfill the offer obligations without external borrowings. His individual net worth, certified by chartered accountants Kapil Kumar Aggarwal & Associates as on July 31, 2026, stands at ₹40,05,86,655. To secure the offer, Narang has deposited ₹37,00,000 into an escrow account with Yes Bank Limited, which exceeds the mandatory 25% requirement of the maximum consideration of ₹1,46,64,000.

The offer price of ₹12 per share is justified under Regulation 8(2) of the SEBI (SAST) Regulations, 2011, as it is higher than the volume-weighted average market price of ₹11.08 per share over the 60 trading days preceding the public announcement. The shares are considered frequently traded, with a turnover of 24.35% of total listed equity shares in the twelve months prior to the announcement.

What the Numbers Show

Pasupati Fincap reported a profit after tax of ₹33.83 lakh for the unaudited period ended June 30, 2026, marking a significant improvement from a loss of ₹29.54 lakh in FY26. This turnaround was driven by a sharp rise in income from operations, which grew to ₹45 lakh in the six-month period compared to just ₹8.95 lakh for the entire preceding fiscal year. Despite the operational recovery, the company continues to carry negative reserves and surplus of ₹525.33 lakh, indicating that accumulated historical losses remain substantial relative to its current profitability.

Regulatory and Corporate Context

Pasupati Fincap is engaged in the manufacture and trade of polyester filament yarn, viscose, and other textile fibers. The company’s authorized share capital is ₹5 crore, with an issued, subscribed, and paid-up capital of ₹4.7 crore. The target company has faced regulatory scrutiny in the past, including fines from BSE for non-compliance with listing obligations and the cancellation of its RBI registration certificate in March 2026. Additionally, an application for share capital reduction is pending before the National Company Law Tribunal (NCLT), New Delhi Bench.

Public shareholders are advised to consult their tax advisors regarding capital gains implications. For resident shareholders, no tax deduction at source is expected by the acquirer. Non-resident shareholders must submit necessary RBI approvals and tax clearance certificates to participate in the offer.

Uday Narang has launched an open offer to acquire up to 26% of Pasupati Fincap Limited’s equity shares at ₹12 per share, following a Share Purchase Agreement (SPA) with promoter Dinesh Pareekh. The tendering period begins on September 29, 2026, and closes on October 13, 2026. This acquisition coincides with the company’s recent financial turnaround, reporting a standalone net profit of ₹33.83 lakh in Q1FY27, reversing a previous loss. The offer allows public shareholders to exit or retain stakes as Narang aims to become the single largest shareholder with potential control over management.

The Detailed Public Statement (DPS), filed on August 12, 2026, outlines the regulatory framework under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Narang, an individual acquirer with no prior holding in the target company, entered into the SPA on August 05, 2026, to purchase 5,42,925 shares (11.55% stake) from Pareekh for ₹65,15,100. This transaction triggered the mandatory open offer for an additional 12,22,000 shares. The offer price of ₹12 is justified as it exceeds the volume-weighted average market price of ₹11.08 recorded over the preceding 60 trading days.

Offer Structure and Financials

The maximum consideration for the open offer, assuming full acceptance, stands at ₹1,46,64,000. Narang has confirmed firm financial arrangements from personal resources, certified by M/s. Kapil Kumar Agarwal & Associates. An escrow account has been established with Yes Bank Limited, holding ₹37,00,000, which represents more than 25% of the maximum consideration. The acquirer’s net worth was certified at ₹40,05,86,655 as of July 31, 2026.

Acquirer Profile and Strategic Intent

Uday Narang, aged 56, holds a Master of Science from Stony Brook University and possesses approximately 30 years of experience in business leadership and supply chain management. He does not belong to any group but promotes several entities, including Omega Seiki Private Limited (62.42% stake) and Anglian Futures Advisory Private Limited (89.99% stake). Narang stated that his prime objective is substantial acquisition of voting rights and control over the target company’s management. He committed to maintaining the existing line of business and workforce, with any future diversification requiring shareholder approval.

Key Dates for Shareholders

Shareholders must note the tentative schedule for the open offer process. The Letter of Offer will be dispatched by September 22, 2026. An independent committee of the Board will provide its recommendation by September 24, 2026. The offer price or size may be revised until September 25, 2026. All payments to accepting shareholders must be completed by October 28, 2026. Physical shareholders are eligible to tender their shares alongside demat holders.

What the Numbers Show

The acquisition marks a significant shift in ownership for Pasupati Fincap, which recently pivoted its revenue model entirely to service income, generating ₹45.00 lakh in Q1FY27 compared to nil revenue from traditional trading segments. The new promoter’s entry provides capital stability, evidenced by the escrow deposit, while the company simultaneously reduces liabilities from ₹101.13 lakh to ₹60.83 lakh. The offer price of ₹12 represents a premium over recent trading averages, potentially rewarding long-term holders despite the company’s historical net worth deficit of ₹89.17 lakh as of March 31, 2026.