TruCap Finance held its 32nd Annual General Meeting on September 29, 2026, adopting the audited financial statements for the fiscal year ended March 31, 2026. The virtual meeting saw the reappointment of Mr. Atwood Porter Collins as a director.

The proceedings were conducted through Video Conferencing and Other Audio-Visual Means in compliance with Ministry of Corporate Affairs circulars and SEBI listing regulations. The deemed venue for the meeting was the company's registered office. Remote e-voting was facilitated through Central Depository Services (India) Limited for members holding shares as of the cut-off date, September 22, 2026.

Key resolutions passed

The members approved two primary items of ordinary business:

1. Adoption of audited standalone and consolidated financial statements for FY26, along with the Board's Report and Statutory Auditors' Report.
2. Appointment of Mr. Atwood Porter Collins as a director, replacing himself upon retirement by rotation.

Board and auditor participation

Mr. Rohanjeet Singh Juneja, Managing Director and Chief Executive Officer, chaired the meeting. The Board was represented by Independent Director Krishpal Raghuvanshi, Non-Executive Non-Independent Directors Rajiv Kapoor and Rushina Mehta, and Interim Chief Financial Officer Shailendra Roy.

The Statutory Auditors were represented by M/s. Khandelwal Kakani & Co., while M/s. U. Hegde & Associates served as the Practicing Company Secretary and Scrutinizer. The Chairperson noted that the Statutory Auditors' Report contained no qualifications with adverse effects on the company's functioning.

Meeting logistics

The AGM commenced at 3:00 pm and concluded at 3:31 pm. Members who did not vote during the remote e-voting period, which ran from September 26 to September 28, 2026, cast their votes during the meeting. The consolidated scrutinizer's report will be filed with stock exchanges within two working days.

Trucap Finance shareholders face a critical juncture in the open offer exit process, with the Securities Appellate Tribunal (SAT) hearing the acquirer’s appeal on September 7, 2026. The tribunal has now listed the matter for the next hearing on October 8, 2026.

The regulatory dispute stems from the termination of two key agreements by the acquirer in late September 2025. These included a Share Purchase Agreement for 3,68,00,220 equity shares and a Securities Subscription Agreement involving 11,56,80,000 equity shares and 9,37,00,000 convertible warrants. The acquirer subsequently sought permission from SEBI to withdraw the offer under Regulation 23 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Regulatory Timeline

SEBI did not accede to the withdrawal request, issuing observations on the Draft Letter of Offer on January 30, 2026. The acquirer challenged this decision before the SAT, filing an appeal on February 8, 2026. In a significant development, the SAT set aside SEBI’s January directions on July 8, 2026, directing the regulator to pass a speaking order.

Complying with the tribunal’s directive, SEBI issued fresh observations on August 20, 2026. The acquirer filed a further appeal on August 31, 2026.

On September 7, 2026, the matter was heard by the Hon'ble Tribunal. SEBI was requested to file its reply to the Appeal within a period of two weeks. The Appellant has thereafter been granted two weeks to file its rejoinder. As of September 1, 2026, no stay has been granted on the offer proceedings.

What the Numbers Show

The scale of the proposed transaction remains substantial despite the legal impasse. The original securities subscription agreement covered over 20 crore equity instruments when combining the 11,56,80,000 equity shares and 9,37,00,000 convertible warrants. This volume indicates a significant potential change in capital structure, contingent on the outcome of the ongoing litigation.

Next Steps

TruCap Finance stated that appropriate disclosures will be made if a stay is granted or if there are changes to the offer process, schedule, or obligations following any order from the SAT. The company continues to monitor the proceedings closely.