TruCap Finance Limited has announced its unaudited financial results for the quarter and nine months ended December 31, 2025, following the board meeting held on February 11, 2026. The non-banking financial company reported a substantial net loss of Rs 4,222.51 crores for Q3FY26, marking a dramatic reversal from the profit of Rs 123.02 crores recorded in the corresponding quarter of the previous year.

Board Meeting Outcome

The Board of Directors of TruCap Finance Limited, at their meeting held on February 11, 2026, considered and approved the unaudited standalone and consolidated financial results for the quarter and nine months ended December 31, 2025. The meeting commenced at 3:30 p.m. (IST) and concluded at 4:30 p.m. (IST), with the statutory auditors issuing limited review reports on the financial results.

Financial Performance Overview

The company's operational performance showed marked deterioration across key metrics during the quarter:

For the nine-month period ended December 31, 2025, the company reported a net loss of Rs 8,368.37 crores compared to a profit of Rs 382.97 crores in the corresponding period of FY25.

Expense Analysis and Impairments

Total expenses for Q3FY26 reached Rs 6,808.03 crores, with impairment on financial instruments being the largest component at Rs 3,524.81 crores, representing a massive increase from Rs 136.21 crores in Q3FY25. This surge in impairments reflects the deteriorating quality of the company's loan portfolio.

Asset Quality Deterioration

The company's asset quality has significantly worsened, with key indicators showing substantial stress:

Financial Stress and Defaults

TruCap Finance disclosed outstanding defaults across its borrowing portfolio as of December 31, 2025:

The company acknowledged that its security cover on secured borrowings has become inadequate during the quarter, driven by continued financial stress and deterioration in asset quality. Management stated that corrective measures and proactive engagement with lenders are in progress.

Regulatory Compliance Issues

During the quarter, TruCap Finance was not in compliance with certain financial covenants under its financing arrangements. This non-compliance may constitute an event of default and could entitle certain lenders to demand immediate repayment. The management is actively addressing these matters, including engaging constructively with lenders and assessing restructuring alternatives.

Balance Sheet Position

The company's net worth declined to Rs 6,752.85 crores as of December 31, 2025, compared to Rs 23,302.40 crores in the corresponding period of the previous year. The debt-equity ratio increased to 4.77 times from 2.76 times year-on-year, indicating heightened financial leverage.

Earnings per share for Q3FY26 stood at negative Rs 4.28 compared to positive Rs 0.11 in Q3FY25. The paid-up equity share capital remained at Rs 2,377.24 crores.

Source:

Trucap Finance Limited has informed stakeholders about significant developments in the ongoing open offer proceedings initiated by Marwadi Chandarana Intermediaries Brokers Private Limited. The regulatory update reveals SEBI's rejection of the acquirer's withdrawal request and subsequent legal proceedings.

Open Offer Background and Termination

The open offer situation stems from agreements that were terminated in September 2025. Marwadi Chandarana Intermediaries Brokers Private Limited had originally entered into two key agreements with Trucap Finance Limited, both of which were subsequently terminated.

Following the termination of these agreements, the acquirer published advertisements in newspapers on September 25, 2025, announcing the termination and simultaneously requesting SEBI to allow withdrawal of the offer under Regulation 23 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

SEBI's Response and Observations

SEBI has not accepted the acquirer's withdrawal request and instead issued observations on the Draft Letter of Offer. The regulatory body communicated its position through an official letter dated January 30, 2026, effectively requiring the open offer proceedings to continue despite the acquirer's termination of the underlying agreements.

This development indicates that SEBI views the open offer obligations as continuing despite the termination of the original acquisition agreements, maintaining the regulatory framework's integrity for minority shareholder protection.

Legal Appeal and Next Steps

In response to SEBI's rejection, Marwadi Chandarana Intermediaries Brokers Private Limited has escalated the matter to the Securities Appellate Tribunal (SAT). The legal proceedings have been scheduled with specific timelines.

The company has clarified that no stay has been granted on the offer proceedings as of the date of intimation, meaning the open offer process remains active pending the tribunal's decision.

Stakeholder Communication and Next Steps

Trucap Finance Limited has assured stakeholders that appropriate disclosures will be made in accordance with applicable law if there are any changes resulting from the SAT proceedings. The company has indicated that any stay granted or changes in the offer process, schedule, or obligations pursuant to orders or directions from the Hon'ble SAT will be promptly communicated.

For clarifications or assistance regarding the open offer, shareholders have been directed to contact the Registrar to the Offer or the Manager to the Offer, whose details are provided in the Letter of Offer. This development represents a significant regulatory and legal challenge in the ongoing corporate transaction involving Trucap Finance Limited.