Pasupati Fincap Limited (**PASUPATI**) is currently undergoing one of the most significant structural and operational transformations in its corporate history. Originally established as a **Non-Banking Financial Company (NBFC)**, the company saw its registration cancelled by the **RBI** in **August 2001**. Following a period focused on real estate leasing and land development, the company pivotally altered its **Main Objects** in **October 2025**. The company is transitioning into **Harmanshi Appliances Co Limited** (name change approved **April 2026**) to reflect a new strategic focus on textile manufacturing, plastic components, and consumer appliance parts. This shift is supported by a complete change in management and a rigorous financial restructuring program designed to erase historical losses and position the entity for industrial growth. --- ### **Strategic Pivot: New Core Business Segments** The company has expanded its operational scope to function as a manufacturer, jobber, stockist, and commission agent across three primary industrial pillars: #### **1. Textiles, Fibers, and Sustainable Materials** * **Synthetic & Blended Yarns:** Manufacturing and trading of **polyester filament yarn**, viscose, art silk, and rayon. * **Technical & Industrial Textiles:** Production of high-durability goods including **industrial fabrics, ropes, canvas, tapes, cords, and parachutes**. * **Home & Apparel:** A comprehensive range including **terry towels, carpets, rugs, blankets, and ready-made garments**. * **Sustainable Initiatives:** A specialized focus on the circular economy through the processing of **Recycled Polyester Staple Fibre (RPSF)** and the management of plastic waste. * **Processing Infrastructure:** Operation of **ginning factories** and process houses dedicated to dyeing and bleaching. #### **2. Healthcare and Medical Supplies** The company utilizes its textile expertise to serve the medical sector through the production of: * **Surgical Products:** **Surgical cotton, bandages, lints, and gauze**. * **Sanitary Goods:** Essential hospital supplies and medical aids derived from both natural and synthetic fibers. #### **3. Industrial & Appliance Components** Serving the consumer durables and automotive sectors, the company manufactures: * **Plastic Moulding Components:** Specialized parts for **Microwaves, Washing Machines**, and **Multimedia Speakers**. * **Sheet Metal Components:** Precision-engineered parts for broader industrial applications. --- ### **Capital Restructuring & Balance Sheet "Clean-up"** To address a legacy of financial distress where accumulated losses exceeded equity, the company is executing a **Scheme of Arrangement for Reduction of Share Capital** under **Section 66 of the Companies Act, 2013**. | Metric | Pre-Reduction (Actual) | Post-Reduction (Proposed) | | :--- | :--- | :--- | | **Paid-up Equity Capital** | **₹4,70,00,000** | **₹23,50,000** | | **Total Number of Shares** | **47,00,000** (₹10 FV) | **2,35,000** (₹10 FV) | | **Capital Reduction %** | - | **95%** | | **Accumulated Losses Written Off** | - | **₹4,46,50,000** | | **Remaining P&L Loss** | **₹5,35,37,249.50** | **₹88,87,249.50** | **Strategic Financial Targets:** * **Borrowing Limit:** Increased to **₹100 Crores** to facilitate fresh fund infusions for the new business lines. * **Investment/Loan Limit:** Increased to **₹100 Crores** (under Section 186) to allow for potential acquisitions or corporate lending. * **Shareholding Neutrality:** The reduction is **pro-rata**; the **Promoter (11.55%)** and **Public (88.45%)** ratios remain unchanged. --- ### **Operational Structure and Governance** | Feature | Details | | :--- | :--- | | **Listing Status** | Listed on **BSE** (Scrip: **511734**); Suspension revoked **June 03, 2024** | | **New Promoter** | **Mr. Dinesh Pareekh** (Acquired control via SPA/Open Offer **Jan 2025**) | | **Key Leadership** | **Mr. Anil Malik**, Whole Time Director (Appointed May 2025–2030) | | **Registered Office** | Shop No. **37 Shanker Market**, Connaught Place, New Delhi (Effective **Dec 2025**) | | **Corporate Office** | 3rd Floor, **56/33, Site-IV**, Industrial Area, Sahibabad, Ghaziabad, U.P. | | **Compliance Standard** | Financials prepared under **Ind AS-34** and **Ind AS-108** | --- ### **Historical Financial Performance & Asset Quality** The company is emerging from a period of operational dormancy. In **FY 2022-23**, the company reported **NIL Revenue** and a net loss of **₹13,31,401**. **Liquidity and Debt Profile:** * **Cash Position:** Extremely lean, with **Cash and Cash Equivalents** at **₹8.45 (in '000s)** as of March 2025. * **Debt:** Unsecured inter-corporate loans from **Kalyan Capitals Limited** (approx. **₹6,015.24 in '000s**) at an interest rate of **12% p.a.** * **Reserves:** Maintains a **Special Reserve Fund** of **₹2,00,000** and a **General Reserve** of **₹3,75,000**. --- ### **Risk Factors and Mitigation Strategies** #### **1. Regulatory and Compliance History** The company has faced significant scrutiny, including a trading suspension from **Sept 2020 to June 2024**. Historical non-compliance with **Section 177 (Audit Committee)** and **Section 178 (Nomination Committee)** was only rectified in **October 2024**. Furthermore, the company lacked an **Internal Auditor** for the **2024 and 2025** fiscal years. #### **2. Recoverability of Advances** Auditors have issued an **Emphasis of Matter** regarding **Rs. 60,814,000** in loans advanced to related parties and others. As of the latest reporting, the recoverability of these funds remains unestablished, posing a risk to the asset base. #### **3. Execution and Market Risks** * **Pricing Pressure:** Profitability is highly sensitive to **diesel** and **manpower** costs. Prices are determined by competitive bidding, leaving little room for margin error. * **Human Capital:** The transition to manufacturing requires a "right mix" of skilled technical labor; inability to scale the workforce will directly limit project execution. * **Macroeconomic Cycles:** High dependence on **infrastructure projects** and **real estate** trends. Rising interest rates and limited land availability in India remain primary external threats. #### **4. Transactional Risks** The ongoing **Open Offer** and management transition are subject to **SEBI** and statutory approvals. Any delays in these processes or litigation regarding the **Share Purchase Agreement** could stall the planned business revival.