Uday Narang has initiated a mandatory open offer to acquire up to 12,22,000 equity shares of Pasupati Fincap Limited, representing 26% of the company’s voting share capital. The move follows Narang’s execution of a Share Purchase Agreement (SPA) with promoter Dinesh Pareekh on August 05, 2026, to acquire 5,42,925 shares (11.55% stake) for ₹65.15 lakh. This transaction triggers the takeover obligation under SEBI regulations, allowing Narang’s potential holding to rise to 37.55% if the public offer is fully accepted.

The open offer is priced at ₹12 per share, determined in accordance with Regulations 8(1) and 8(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Assuming full acceptance by public shareholders, the aggregate consideration payable will be ₹1.46 crore. The offer is not conditional upon any minimum level of acceptance, as per Regulation 19(1) of the SAST Regulations.

Offer Details

Narang, who currently holds no shares in Pasupati Fincap, resides in New Delhi and is not part of any corporate group. The promoter seller, Dinesh Pareekh, is part of the existing promoter group which includes entities such as Race Eco Chain Limited and Gem Enviro Management Limited. Post-transaction, Pareekh’s holding in the target company will reduce to nil.

Fintellectual Corporate Advisors Private Limited has been appointed as the Manager to the Offer. The Detailed Public Statement, containing comprehensive information on the offer price, financial arrangements, and statutory approvals, is scheduled to be published in newspapers on or before August 12, 2026. The completion of both the underlying transaction and the open offer is subject to the satisfaction of conditions precedent outlined in the SPA.

What the Numbers Show

The offer price of ₹12 represents a 20% premium over the face value of ₹10 per share. While the underlying transaction itself does not cross the 25% voting rights threshold that typically triggers a mandatory open offer under Regulation 3(1), the combination of the block deal and the subsequent open offer allows Narang to significantly increase his influence in the company. The absence of a minimum acceptance condition suggests a straightforward acquisition strategy aimed at consolidating control without reliance on broad public shareholder participation.

Pasupati Fincap Limited reported a net loss of ₹29.54 crore for the financial year ended March 31, 2026, an improvement from the net loss of ₹35.19 crore in the previous year. The company’s revenue from operations for FY26 stood at ₹8.95 lakh, compared to nil in the prior year. For the quarter ended March 31, 2026, the company recorded a net loss of ₹7.33 lakh.

The Board of Directors approved the audited standalone financial results for the quarter and financial year ended March 31, 2026, at a meeting held on May 30, 2026. M/s V.R. Bansal & Associates, Chartered Accountants, the statutory auditors, issued an audit report with an unmodified opinion on the financial statements.

Total income for FY26 was ₹10.54 lakh, up from ₹0.08 lakh in FY25. Total expenses for the year increased to ₹40.08 lakh from ₹35.27 lakh in the previous year. Finance costs for FY26 rose to ₹11.28 lakh from ₹7.69 lakh in FY25. The company reported an earnings per share (EPS) of (₹0.63) for FY26, compared to (₹0.75) in the previous year.

The company’s equity share capital remained unchanged at ₹470 lakh. Reserves (excluding revaluation reserve) stood at (₹559.17 lakh) as of March 31, 2026, compared to (₹529.62 lakh) in the previous year. Total assets as of March 31, 2026, were ₹11.96 lakh, while total equity and liabilities were ₹11.96 lakh.

The trading window for dealing in the company's securities by designated persons remains closed until 48 hours after the declaration of the audited financial results. The regulatory intimation was submitted to the Bombay Stock Exchange Limited under Regulations 29 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.