Nature of the Event

This is a mandatory open offer made by Uday Narang (the Acquirer) to the public shareholders of Pasupati Fincap Limited (Target Company) pursuant to Regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). The offer is triggered by an underlying Share Purchase Agreement (SPA) dated August 05, 2026, between the Acquirer and the promoter seller, Dinesh Pareekh.

Key Quantitative Figures

  • Offer Size: Up to 12,22,000 (Twelve Lakh Twenty Two Thousand) fully paid-up equity shares
  • Offer Percentage: 26.00% of the voting share capital of the Target Company
  • Offer Price: ₹12 (Rupees Twelve) per equity share
  • Total Maximum Consideration: ₹1,46,64,000 (One Crore Forty Six Lakh Sixty Four Thousand) assuming full acceptance
  • Underlying SPA Transaction: Acquisition of 5,42,925 equity shares (11.55% of voting capital) from promoter Dinesh Pareekh
  • SPA Transaction Value: ₹65,15,100 (Rupees Sixty Five Lakh Fifteen Thousand One Hundred)
  • Escrow Amount Deposited: ₹37,00,000 (Rupees Thirty Seven Lakh) with Yes Bank Limited
  • Current Paid-up Capital: ₹4,70,00,000 divided into 47,00,000 equity shares of ₹10 each
  • 60-day VWAP: ₹11.08 per share (justifying the offer price of ₹12)

Dates of Action

  • Public Announcement Date: August 05, 2026 (Wednesday)
  • Detailed Public Statement Date: August 12, 2026 (Wednesday)
  • Draft Letter of Offer Date: August 19, 2026 (Wednesday)
  • Identified Date (for shareholder eligibility): September 15, 2026 (Tuesday) [Tentative]
  • Tendering Period: September 29, 2026 (Tuesday) to October 13, 2026 (Tuesday) [Tentative]
  • Last Date for Offer Price Revision: September 25, 2026 (Friday) [Tentative]
  • Settlement Completion Date: October 28, 2026 (Wednesday) [Tentative]

Parties Involved

  • Acquirer: Uday Narang (Individual)
  • Target Company: Pasupati Fincap Limited
  • Promoter Seller: Dinesh Pareekh
  • Manager to the Offer: Fintellectual Corporate Advisors Private Limited (SEBI Regn. No.: INM000012944)
  • Registrar to the Offer: Skyline Financial Services Private Limited (SEBI Regn. No.: INR000003241)
  • Escrow Banker: Yes Bank Limited
  • Buying Broker: Nikunj Stock Brokers Limited (SEBI Regn. No.: INZ000169335)
  • Designated Stock Exchange: BSE Limited

Purpose and Rationale

The prime object of the Acquirer for this open offer is substantial acquisition of equity shares and voting rights and control over the management and affairs of the Target Company. The Acquirer will continue the existing line of business of the Target Company and may diversify its business activities in future with shareholder approval. The Acquirer commits to maintain the current workforce of the Target Company.

Financial and Capital Structure Impact

  • Pre-offer Acquirer Holding: 0 shares (0%)
  • Post-SPA Acquisition: 5,42,925 shares (11.55%)
  • Post-offer Holding (if fully accepted): 17,64,925 shares (37.55%)
  • Public Shareholding Post-offer: 29,35,075 shares (62.45%) - remains above minimum public shareholding requirement of 25%
  • Source of Funds: Acquirer's own sources/net worth (no borrowings envisaged)
  • Cash Flow Implications: Maximum outflow of ₹1,46,64,000 for the open offer consideration plus ₹65,15,100 for the SPA transaction

Conditions and Approvals

  • The offer is not conditional upon any minimum level of acceptance
  • As of the draft letter date, no statutory approvals are required for the offer
  • The offer may be withdrawn if statutory approvals become required and are refused
  • The Acquirer is not in the wilful defaulter list and is compliant with SEBI SAST Regulations

Additional Information

  • The Equity Shares of the Target Company are frequently traded on BSE Limited (Symbol: PASUFIN, ISIN: INE527C01010)
  • The Target Company has an authorized share capital of ₹5,00,00,000 and paid-up capital of ₹4,70,00,000
  • The Target Company reported a net profit of ₹33.83 lakh for the unaudited period ended June 30, 2026, after losses of ₹29.54 lakh and ₹35.19 lakh in FY2026 and FY2025 respectively
  • The Acquirer's individual net worth as of July 31, 2026 is certified at ₹40,05,86,655
  • The offer price of ₹12 per share is justified as it is higher than the 60-day VWAP of ₹11.08 and equals the negotiated price under the SPA