TruCap Finance Limited — Proxy Solicitation & Information Statement 2023

Dec 2, 2023

December 02, 2023

To, To, The General Manager The Manager Department of Corporate Services Department of Corporate Compliance BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai – 400 001. Bandra (East), Mumbai – 400 051. Scrip Code: 540268 Scrip Code: TRU

- Subject: Corrigendum to the Notice of the Extra Ordinary General Meeting of the Members of the Company.

This is in furtherance to our letter dated November 16, 2023, informing the Stock Exchange(s) with respect to the Extra-Ordinary General Meeting ( “EGM” ) of the Members of TruCap Finance Limited (“ Company ”) scheduled to be held on Friday, December 08, 2023, at 3.00 P.M. (IST) through Video Conferencing ( "VC" )/Other Audio-Visual Means ( "OAVM" ) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs to seek approval of the Members on the matters as provided in the notice of the EGM dated November 09, 2023 ( “Notice” ).

This is to inform you that the corrigendum/addendum to the Notice has been issued to the Members of the Company on December 02, 2023 ( “Corrigendum” ). The Company through this Corrigendum wishes to bring to the notice of the Members, certain changes, detailed below, in the EGM Notice in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the NSE Notice No. NSE/CML/2022/56 and BSE Notice No. 20221213-47 dated December 13, 2022. and suggestions/comments received from the concerned Stock Exchanges.

The Corrigendum shall form an integral part of the Notice, which has already been circulated to the Members of the Company, and on and from the date hereof, the Notice shall always be read in conjunction with this Corrigendum.

A copy of the Corrigendum is enclosed herewith for your reference and records.

Copy of the said Corrigendum to the Notice is also uploaded on the website of the Company i.e. www.trucapfinance.com.

You are requested to take the same on record and oblige.

Thanking You,

Yours faithfully,

For TruCap Finance Limited

Sonal Digitally signed by Sonal Sharma Sharma Date: 2023.12.02 15:12:34 +05'30'

Sonal Sharma Company Secretary & Compliance Officer Encl.: as above

TruCap Finance Limited

(Formerly Dhanvarsha Finvest Limited) CIN: L24231MH1994PLC334457 Registered Office: 3[rd] Floor, A Wing, D.J. House, Old Nagardas Road, Andheri (East), Mumbai – 400 069. Website: www.trucapfinance.com

Corrigendum/Addendum to the Notice of the Extra Ordinary General Meeting

An Extra Ordinary General Meeting (EGM) of the Members of TruCap Finance Limited (formerly Dhanvarsha Finvest Limited) ( “Company” ) is being convened on Friday, December 08, 2023, at 03.00 P.M. (IST), through Video Conferencing ( “VC” )/Other Audio-Visual Means ( “OAVM” ) without the physical presence of the Members at a common venue. The notice of the EGM dated November 09, 2023 ( “EGM Notice” ) was dispatched to the Members of the Company on November 16, 2023, in due compliance with the provisions of the Companies Act, 2013 and rules made thereunder read with applicable circulars issued by the Ministry of Corporate Affairs. We draw the attention of all the Members of the Company towards the said EGM Notice.

Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the EGM Notice. The Company through this corrigendum ( “Corrigendum” ) wishes to bring to the notice of the Members, certain changes, detailed below, in the EGM Notice in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the circulars/guidance notes issued thereto, as amended ( “Listing Regulations” ) and suggestions/comments received from the concerned Stock Exchanges.

On and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum which is also being uploaded on the website of the Company at www.trucapfinance.com, on the website of the Stock Exchanges i.e., on BSE Limited ( “BSE” ) at www.bseindia.com and on National Stock Exchange of India Limited ( “NSE” ) at www.nseindia.com.

All other contents/information mentioned in the EGM Notice shall remain unchanged.

Item No. 1 and 2:

1. Objects of the Preferential Issue

We draw the attention of all the Members of the Company towards the EGM Notice dated November 09, 2023, inter-alia , for point number 1 of the Explanatory Statement of Special Resolution(s) pertaining to Item No. 1 and 2 as detailed in the EGM Notice. This Corrigendum/ Addendum is being issued with respect to the “ Objects of the Preferential Issue ” paragraph and to provide the Members further details and context for the same. For the sake of better clarity and understanding, the revised point 1 of the said explanatory statement should be read as follows:

The proceeds of the Preferential Issue primarily be used to meet any of the following purposes as detailed below:

S. No.	Objects of the Preferential Issue	Total Estimated Amount to be utilised (in Rs)	Tentative Timelines for utilisation of issue proceeds for each of the object
1.	Onward lending and fnancing business of the Company in the ordinary course of business and capital expenditure	117,77,49,932	by December 31, 2025
2.	Repayment / refnance of existing debts of the Company	26,91,99,985	by December 31, 2025
3.	General Corporatepurpose	23,55,49,986	byDecember 31,2025
Total		168,24,99,903

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In terms of NSE notice no. NSE/CML/2022/56 and BSE notice no. 20221213-47, dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon future circumstances since the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilisation of the net proceeds at the discretion of the Board, subject to compliance with applicable laws. Any deviation in estimation of objects, as permitted above, shall be used only towards the said objects inter-se and will not be utilised towards General Corporate Purpose.

Further, pending the utilisation of the funds, the proceeds may be kept as Deposits/Investments with banks or in debt Mutual Funds schemes or could be parked, as per investment policy of the Company, subject to the applicable laws.

The Board of Directors has appointed Infomerics Valuation and Rating Private Limited, Credit Rating Agency registered with Securities and Exchange Board of India, as the Monitoring Agency to monitor the utilisation of proceeds of the preferential issue in compliance with the Listing Regulations.

This Corrigendum to the EGM Notice shall form an integral part of the EGM Notice which has already been circulated to the Members of Company and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. This Corrigendum is also being published in the Financial Express (All editions) in English and Mumbai Lakshadeep (Mumbai) in Marathi and will also be made available on website of both the stock exchanges i.e., BSE and NSE i.e., www.bseindia.com and www.nseindia.com and on the website of the Company on www.trucapfianance.com. All other contents of the EGM Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.

By Order of the Board of Directors For TruCap Finance Limited

Sd/Sonal Sharma Company Secretary & Compliance Officer

December 01, 2023 Mumbai

Regd. Office

3[rd] Floor, A Wing, D.J. House, Old Nagardas Road, Andheri (East), Mumbai – 400 069. Email: corpsec@trucapfinance.com Website: www.trucapfinance.com

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