Pasupati Fincap Ltd

Open Offer Overview

• Acquirer: Mr. Uday Narang.
• Target: Pasupati Fincap Limited.
• Offer triggered under SEBI SAST Regulations, 2011.

Offer Details

• Shares to be acquired: up to 12,22,000 fully paid equity shares.
• Type of offer: Open offer under SEBI SAST Regulations, 2011.

Transaction Background

• Pre-offer Public Announcement and corrigendum to Detailed Public Statement dated Sept 29-30, 2026.

Timeline and Process

• Pre-offer announcements published in Financial Express, Jansatta, Mumbai Lakshadeep on Sept 30, 2026.
• Dates for offer open/close not disclosed in the excerpt.

Other Material Information

• Price, payment mode, and post-offer governance details are not disclosed in the excerpt.

AGM Details

• AGM held on 28-09-2026 at 12:00 PM via VC/OAVM.
• Record date for eligibility: 21-09-2026.
• Meeting duration: 28 minutes.
• Total shareholders on record: 2,694.

Resolutions

• Ordinary: Adopt Audited Financial Statements for the year ended 31 March 2026.
• Ordinary: Re-appoint director retiring by rotation.
• Special: Rescission of the EGM resolution for FY 2026-27.

Voting Results

• Adoption of financial statements: 99.98% in favour, 0.02% against.
• Re-appointment: 99.89% in favour, 0.11% against.
• Rescission: 99.89% in favour, 0.11% against.

Director Changes

• Director retirement by rotation approved for re-appointment.

Auditors

• No change in auditors announced.

Other Material Approvals

• No additional material approvals disclosed beyond the three resolutions.

AGM Details

• AGM held on 28 September 2026 at 12:00 IST via VC/OAVM.
• Remote e-voting open 25–27 September 2026; voting also at the meeting.
• Scrutinizer’s report submitted on 30 September 2026.

Key Resolutions & Outcomes

• Resolution 1: Adoption of Audited Financial Statements for FY2025-26; passed with 99.98% in favour.
• Resolution 2: Re-appointment of Director retiring by rotation; passed with 99.98% in favour.
• Resolution 3: Special resolution to rescind earlier EGM resolution for FY2026-27; passed with 99.89% in favour.

Director Changes

• Rishabh Talwar re-appointed as Director (retires by rotation).

AGM Details

• Date and time: 28 September 2026, 12:00 P.M. (IST).
• Mode: VC/OAVM conducted from the registered office.
• Remote e-voting window: 25–27 September 2026.
• Votes cast during AGM by e-voting; Scrutinizer appointed.
• Meeting duration: 12:00–12:28 P.M.
• Attendees: 24 members; Directors attended via VC.
• Scrutinizer: Akash Goel of M/s Akash & Co.
• Annexures attached: Annexure-A and Annexure-B.
• Results will be announced within two working days.
• Notice of AGM issued; remote voting window details provided.
• No speaker shareholder attended.

Key Resolutions

• Ordinary Resolution: adopt Audited Financial Statements for 2025-26.
• Ordinary Resolution: re-appoint Rishabh Talwar, director, retiring by rotation.
• Special Resolution: rescind the EGM resolution for FY 2026-27.

Voting Results

• Final voting results pending; to be announced within two working days.
• Voting conducted by remote e-voting and AGM window; no questions raised.
• Attendees: 24 members; no speaker questions.
• Scrutinizer to report consolidated results; to exchanges within two days.

Director Changes

• Director re-appointment: Rishabh Talwar (DIN 10316259) by rotation.
• Term and remuneration not specified.

Secretarial / Auditors

• Secretarial auditor: M/s Akash & Co. appointed for AGM scrutiny.
• Scrutinizer: Akash Goel; appointed to scrutinize e-voting.
• No statutory auditor changes disclosed.

Related Party Transactions

• No material related party transactions disclosed.

Other Material Approvals

• No other material approvals disclosed.

IDC Open Offer Recommendation

• IDC recommended the open offer for 12,22,000 equity shares representing 26% of Pasupati Fincap's voting capital.
• Offer price Rs 12 per fully paid-up share.
• Acquirer: Uday Narang; no person acting in concert with the acquirer.
• Manager to the Offer: Intellectual Corporate Advisors Private Limited.
• Date of IDC recommendation: September 26, 2026.
• DPS published September 28, 2026 in Financial Express, Jansatta and Mumbai Lakshadeep.
• IDC concluded the offer is fair and reasonable under SEBI SAST Regulations, 2011.
• No complaints received from shareholders regarding the offer price or valuation.
• IDC members: Sanjeev Khanna (Chairman); Rakni Sharma; Sandhya Kohli.
• IDC trading: None by IDC in Pasupati Fincap shares in 12 months prior or since recommendation.

Open Offer Overview

• Acquirer: [redacted], PACs: not disclosed
• Target: [redacted]
• Trigger: Open offer under SAC Regulations for substantial acquisition/change in control

Offer Details

• Shares to be acquired: [redacted] shares
• Price per share: [redacted]; Total consideration: [redacted]
• Mode of payment: [redacted]
• Type: Open offer under SAC Regulations

Transaction Background

• Dispatch confirmation advertisement published on [redacted date]
• Regulatory filing under SAC Regulations associated with open offer

Post-Offer Impact

• Acquirer's pre/post offer shareholding: not disclosed
• Delisting/management changes: not disclosed
• Minimum public shareholding: not disclosed

Timeline and Process

• Key dates: [redacted]
• Eligibility to participate: [redacted]

Recommendations

• Independent directors' recommendations: not disclosed

Other Material Information

• Regulatory approvals required: not disclosed
• Conditions/risks: not disclosed

Open Offer details

• Acquirer is Uday Narang; open offer for up to 12,22,000 Pasupati Fincap shares at ₹12 each.
• Offer size equals 26.00% of voting share capital; no minimum acceptance condition.
• Promoter Seller: Dinesh Pareekh sells 5,42,925 shares (11.55%).
• Acquirer to become Promoter after completion; promoter group will cease.
• Promoter acquisition under SPA totals ₹65,15,100.
• Maximum consideration ₹1.4664 crore; open offer is cash-based.
• Escrow of ₹0.37 crore with YES Bank; funds arranged.
• Offer opening date is October 1, 2026; closing date October 15, 2026.
• Identified Date is September 17, 2026; tendering window via the BSE Acquisition Window.
• Post-offer public shareholding expected above 25%; current public shareholding is 41.57%.

Appointment details

• Mr. Sagar Singh Rawat appointed as Company Secretary and Compliance Officer (KMP).
• Effective from September 10, 2026.
• Reason: appointment to fill the Company Secretary and KMP role.
• ICSI Associate Member, Membership No. A80550; B.Com and LL.B from CCSU.
• Experience in corporate governance, securities law, and regulatory compliance.
• Not related to any director.
• Designated as KMP with authority for secretarial governance duties.
• Shareholding in the company: NIL.

AGM details

• 31st AGM on 28 Sep 2026 at 12:00 IST via VC/OAVM.
• Cut-off date for voting eligibility: 21 Sep 2026.
• Remote e-voting window: 25 Sep 2026 09:00 IST to 27 Sep 2026 17:00 IST.