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.

TruCap Finance Limited will hold its 32nd Annual General Meeting on Tuesday, September 29, 2026, at 3:00 pm via video conferencing. The company published the notice on August 13, 2026, and dispatched the circular to stock exchanges on September 4, 2026. It also published advertisements in Financial Express and Mumbai Lakshadeep on September 4, 2026.

The meeting seeks shareholder approval for ordinary business items, including the adoption of audited standalone and consolidated financial statements for FY26. Shareholders will also vote on the reappointment of Mr. Atwood Porter Collins (DIN: 09239511) as a director, who retires by rotation.

Meeting Details

Shareholders holding shares as of Tuesday, September 22, 2026, are eligible to exercise their voting rights. The register of members and share transfer books will remain closed from September 23, 2026, to September 29, 2026, inclusive, for the purpose of the AGM.

Voting Process

The company has enabled remote e-voting through Central Depository Services (India) Limited. The voting window opens on Saturday, September 26, 2026, at 9:00 am and closes on Monday, September 28, 2026, at 5:00 pm. Members attending the virtual meeting can also cast votes electronically if they have not voted remotely. Mrs. U. Hegde & Associates has been appointed as the scrutinizer for the voting process.

Document Access

The notice, annual report, and financial statements for the year ended March 31, 2026, are available on the company website and stock exchange portals. Electronic copies are sent to registered email addresses. Shareholders without registered emails will receive a separate communication with web links and QR codes to access these documents.