Pasupati Fincap open offer at ₹12 for 26% in 2026

Open offer triggered by promoter stake purchase

Uday Narang has initiated a mandatory open offer for Pasupati Fincap Limited to acquire up to 12,22,000 equity shares, representing 26% of the company’s voting share capital. The open offer follows a Share Purchase Agreement (SPA) executed on August 05, 2026 with promoter Dinesh Pareekh. Under the SPA, Narang agreed to acquire 5,42,925 equity shares, which is stated as an 11.55% stake in the company. The SPA consideration is ₹0.6515 crore (₹65.15 lakh). With the SPA and the open offer combined, Narang’s holding can rise to 37.55% if the public offer is fully accepted.

Key terms: size, price, and payment mode

The open offer price has been set at ₹12 per share. The pricing is stated to be determined under Regulations 8(1) and 8(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer size is capped at 12,22,000 equity shares, equal to 26% of voting capital. The mode of payment is cash. Based on the offer price and the maximum shares offered, the aggregate consideration is ₹1.46 crore, assuming full acceptance.

Why the deal triggers SEBI takeover rules

The transaction is described as triggering the takeover obligation under SEBI SAST regulations. The trigger is linked to Narang’s acquisition of shares from an existing promoter via the SPA. The open offer is positioned as a mandatory step that allows public shareholders an exit opportunity at the offer price. The announcement also clarifies that the offer is not conditional upon any minimum level of acceptance, as permitted under Regulation 19(1) of the SAST Regulations.

How much control could change hands

If the open offer receives full acceptance, Narang’s potential holding is described as increasing up to 37.55%. This figure reflects the SPA acquisition (11.55%) plus the maximum open offer size (26%). The number matters because it can materially change voting power, even without crossing a majority threshold. For minority shareholders, the extent of acceptance determines how concentrated the shareholding becomes after the offer. The disclosure, however, does not state any minimum acceptance condition that would make the offer dependent on reaching a particular shareholding level.

Company snapshot: business and listing identifiers

Pasupati Fincap Limited is described as being engaged in plastic moulding components and electrical-insulating plastic fittings. The company’s BSE scrip code is provided as 511734, and the ISIN is INE527C01010. The text also references corporate communications and open-offer documentation history, including earlier letter-of-offer timelines linked to past open-offer processes.

Financial context: losses, low operating revenue, and negative equity

The company reported a net loss of ₹29.54 crore for the financial year ended March 31, 2026, improving from a net loss of ₹35.19 crore in the previous year. For Q2 FY2026, Pasupati Fincap reported revenue from operations of ₹0.0533 crore (₹5.33 lakh) and a net loss of ₹0.0686 crore (₹6.86 lakh). For H1 FY2026, the company reported revenue from operations of ₹0.0533 crore and a net loss of ₹0.1416 crore (₹14.16 lakh). Diluted earnings per share were stated as (0.15) for the quarter and (0.63) for the half-year ended September 30, 2025. The company’s total equity is stated as negative ₹0.7376 crore (₹73.76 lakh), a metric investors typically monitor because it indicates accumulated losses exceeding equity.

Earlier promoter changes and reclassification background

The text also references an earlier open-offer cycle in which Pasupati Fincap reclassified seven promoters to the public category after completion of an open offer based on a Letter of Offer dated December 11, 2024. The reclassified promoters listed are Vidit Jain, Tushar Jain, Vrinda Jain, Ramesh Kumar Jain, Shivani Textiles Limited, Pasupati Spinning and Weaving Mills Limited, and Shailja Investments Limited. The disclosure states that these reclassified promoters held 0 shares pre-offer and post-offer. It also states they no longer exercise control, do not participate in decision-making, hold less than 10%, have no special rights or board representation, are not key managerial personnel, and are not materially associated with management or policy decisions. The reclassification is stated to be under Regulation 31A(10) of SEBI LODR Regulations, 2015.

What shareholders should track during the open offer

For public shareholders, the open offer price (₹12) and the number of shares sought (12,22,000) are the key transactional terms. Acceptance decisions typically depend on individual cost of acquisition, liquidity, and views on post-transaction governance, but the disclosure itself focuses on the regulatory mechanics and pricing basis. Investors may also track the final level of acceptance because it determines Narang’s eventual shareholding. Separately, the company’s recent financial disclosures show ongoing losses, very low operating revenue in the cited periods, and negative equity, which provide context for risk assessment.

Summary table: offer and transaction details

Summary table: reported financial metrics (as disclosed)

Conclusion: next steps depend on acceptance outcome

The disclosed transaction sets up a SEBI-mandated open offer that can take Uday Narang’s stake in Pasupati Fincap up to 37.55%, depending on shareholder participation. The offer is priced at ₹12 per share and is not linked to any minimum acceptance condition. Investors will watch the final acceptance level and subsequent shareholding pattern updates, alongside the company’s reported losses and negative equity indicators.