Key Quantitative Figures

  • Fundraising target: ₹58,00,00,000 (Fifty Eight Crores)
  • ESOP Plan size: 1,75,00,000 (One Crore Seventy-Five Lakhs) stock options
  • Face value of equity shares: ₹2 per share
  • Cut-off date for voting eligibility: October 30, 2026

Dates and Timeline

  • Notice date: October 28, 2026
  • Dispatch date: November 02, 2026
  • E-voting period: November 03, 2026 (9:00 AM IST) to December 03, 2026 (5:00 PM IST)
  • Result declaration: On or before December 07, 2026
  • Deemed passing date: December 03, 2026

Parties Involved

  • Scrutinizer: M/s. Mayank Arora & Co., Practicing Company Secretaries
  • E-voting agency: Central Depository Services (India) Limited (CDSL)
  • Registrar and Share Transfer Agent: MCS Share Transfer Agent Limited
  • Stock Exchanges: BSE Limited and National Stock Exchange of India Limited
  • Regulatory references: SEBI SAST Regulations, Companies Act 2013, SEBI SBEB & SE Regulations

Special Business Items

Item 1: Fundraising through Securities Issuance

  • Purpose: To meet capital requirements and regulatory thresholds including minimum Net Owned Fund requirement as an NBFC
  • Maximum amount: ₹58 crores through equity shares and/or convertible securities (warrants)
  • Potential modes: Preferential issue, rights issue, further public offer, private placement
  • Requires special resolution under SEBI SAST Regulation 26(2)(c) and (d) due to subsisting open offer period

Item 2: Dhanvarsha ESOP Plan 2026

  • Total pool: 1,75,00,000 stock options convertible into equity shares
  • Eligibility: Permanent employees and directors (excluding non-executive and independent directors)
  • Vesting period: Minimum 1 year, maximum 3 years from grant date
  • Exercise period: 5 years from vesting date
  • Exercise price: Not lower than face value, not higher than market price on grant date

Item 3: ESOP for Subsidiary Employees

  • Extension of ESOP 2026 to employees of subsidiary companies
  • Options granted to subsidiary employees will be within the overall ceiling of 1,75,00,000 options
  • Same terms and conditions as for company employees

Item 4: Grant of Options Exceeding 1% of Issued Capital

  • Approval for granting options to identified employees exceeding 1% of issued capital in any one year
  • Required under Regulation 6(3)(d) of SEBI SBEB & SE Regulations

Voting Process

  • E-voting facilitated by CDSL
  • Members as on October 30, 2026 (cut-off date) are eligible to vote
  • Physical shareholders and non-individual shareholders must register with CDSL for e-voting
  • Individual demat account holders can vote through their depository accounts
  • Scrutinizer will submit report to Chairperson upon completion of vote scrutiny

Financial Impact

  • Fundraising may dilute existing shareholding depending on issuance mode and pricing
  • ESOP exercise will increase issued share capital upon option exercise
  • Exact financial impact will be determined based on final issuance terms and pricing

Additional Information

  • Notice available on company website: www.trucapfinance.com
  • Relevant documents available for electronic inspection until December 03, 2026
  • Company registered office: 3rd Floor, A Wing, DJ House, Old Nagardas Road, Andheri (East), Mumbai – 400 069