Trucap Finance Limited has provided an update to stock exchanges regarding the ongoing Securities Appellate Tribunal (SAT) proceedings in the matter of an open offer by Marwadi Chandarana Intermediaries Brokers Private Limited. The company's communication, dated February 25, 2026, outlines the latest developments in this regulatory matter.

SAT Hearing Developments

Following the previous hearing on February 11, 2026, where the Hon'ble Tribunal had passed an interim order to maintain status quo, the tribunal conducted another hearing on February 20, 2026. During this session, significant procedural decisions were made regarding the timeline for submissions and the continuation of the interim order.

Tribunal Directions and Timeline

The Hon'ble Tribunal has established a structured timeline for the proceedings. The respondent has been granted two weeks from the February 20, 2026 hearing date to file their reply. Subsequently, any rejoinder may be filed within two weeks after the reply submission. The tribunal emphasized that the interim order maintaining status quo will continue until the next date of listing.

Legal Representation and Urgency

Both parties were represented by senior advocates who submitted that the matter requires urgent consideration due to the 'open offer' requirement. They requested the tribunal to consider disposal of the appeal at the admission stage itself. The appellant, Marwadi Chandarana Intermediaries Brokers Ltd., was represented by Mr. Janak Dwarkadas, Senior Advocate, while the Securities & Exchange Board of India was represented by Mr. Chetan Kapadia, Senior Advocate.

Procedural Outcomes

The tribunal disposed of Exemption Application bearing No. 144 of 2026, allowing the same. The proceedings involve multiple applications alongside the main appeal, indicating the complexity of the regulatory matter. The tribunal's order was digitally signed and uploaded on the Hon'ble Tribunal website on February 24, 2026.

Current Status

The interim order continues to remain in effect, maintaining the status quo in the open offer proceedings. The next hearing is scheduled for March 25, 2026, by consent of both parties. Trucap Finance Limited has submitted a copy of the tribunal's order to both the National Stock Exchange of India Limited and Bombay Stock Exchange Limited for their reference and records.

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.

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