TruCap Finance Limited — Proxy Solicitation & Information Statement 2025

Jun 20, 2025

June 20, 2025

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

Subject: Disclosure under Regulation 30 and 51 of Securities and Exchange Board of - India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Corrigendum to the Notice of the Extra Ordinary General Meeting of the Members of the Company

This is in furtherance to our letter dated June 03, 2025, 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 Wednesday, June 25, 2025 at 03:00 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 May 26, 2025 ( “Notice” ).

This is to inform you that the corrigendum/addendum to the Notice has been issued to the Members of the Company on June 20, 2025 ( “Corrigendum” ). The Company through this Corrigendum wishes to bring to the notice of the Members, certain changes, in point no. 5 with respect to Explanatory Statement to Agenda Item Nos. 5 and 6 relating to the said matter and is issued upon receipt of suggestions/comments 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: 2025.06.20 17:38:32 +05'30'

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

TruCap Finance Limited

CORRIGENDUM/ADDENDUM TO THE NOTICE OF THE EXTRA ORDINARY GENERAL MEETING

An Extra Ordinary General Meeting ( “EGM” ) of the Members of TruCap Finance Limited ( “Company” ) is being convened on Wednesday, June 25, 2025, 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 Monday 26, 2025 ( “EGM Notice ”) was dispatched to the Members of the Company on Tuesday, June 03, 2025, 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 Nos. 5 and 6:

5. Utilisation of proceeds of the issue:

The proceeds of the Preferential Issue shall be used to meet the purposes as detailed below:

S. No.	Objects of the Preferential Issue	Total Estimated Amount to be utilised (Amount in Crores) *#	Tentative Timelines for utilisation of issue proceeds for each of the object
1	Onward lending and financing business of the Company in the ordinary course of business	134.47	the consideration received towards allotment of equity shares and warrants will be utilised within 4 quarters from the date of allotment of equity shares and warrants and the balance consideration received towards conversion of warrants will be utilised within 4 quarter of allotment of equity shares upon conversion of warrants.
2	Repayment / refinance of existing debts of the Company	31.03
3	WorkingCapital Requirements	10.34
4	Capital Expenditure	10.34
5	General Corporate Purposes	20.69
Total		206.87

• rounded off

considering 100% conversion of Warrants into equity shares.

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 investments in such avenues as permissible under 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.

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TruCap Finance Limited

Further, the addendum to the Valuation Report is also available on the website of the Company at https://trucapfinance.com/ general-meeting/ for inspection by the Members.

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

June 20, 2025

Regd. Office:

4[th] 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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