Trucap Finance shareholders face a critical juncture in the open offer exit process, with the Securities Appellate Tribunal (SAT) scheduled to hear the acquirer’s appeal on September 7, 2026. The hearing follows SEBI’s refusal to allow Marwadi Chandarana Intermediaries Brokers Private Limited to withdraw its offer.

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, which is now listed for hearing next week. 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. The meeting will be conducted through video conferencing or other audio-visual means, without physical presence.

The company published the notice in Financial Express and Mumbai Lakshadeep on September 1, 2026, complying with SEBI Listing Regulations and Ministry of Corporate Affairs circulars.

Meeting Details

Shareholders whose names appear in the Register of Members as of August 28, 2026, are eligible to participate. The notice and Annual Report for FY26 will be sent via email to registered members. Those without registered emails will receive a letter with access details.

Members can cast votes remotely using the electronic voting system. Participation details, including login credentials, will be provided in the AGM notice.

Document Access

The Annual Report and AGM notice are available on the company website and stock exchange portals. Members holding physical shares must update their email addresses by sending required documents to the company secretary.